Episode 7: We're on the Gyspsy Caravan
by ClassicCartoon27
Summary: While the Super Stars take in a show in Paris, Max and Smith have other planes.  Will Tony and the Stars be able to stop them maybe with some help... from an anrgy gypsy! Look out Claw here come Scarlet.
1. The City of Lights

**Greating and Salutations my Dear firends. I do hope you are in enjoying the show...Sorry I mean stories, I've seen alot of people like the last one i put up so i hope i don't dissapoint you this time. So without further adue ON WITH TEH SHOW!**

**P.S. I own nothing but my OC's.**

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**EPISODE 7 – WE'RE ON THE GYPSY CARAVAN**

"_Grammy Flash always said 'The trouble with an eye for an eye is that everybody ends up blind'."_

_- _The Flash. Justice League Unlimited

**Greetings and Bonjour, faithful readers. The latest adventure of the Toon Master and the Super Stars finds Tony and his team in the beautifully romantic world of Paris. This popular tourist planet is situated in a galaxy that many people consider to be the artistic center of Toon World. It may also be Dr. Claw's next target for invasion.**

**Earlier today, the Super Stars received a tip that Claw's forces were mobilizing in this area. As of yet, however, they have not been able to find any evidence of this.**

Tony stood on the observation platform overlooking the Seine River and gazed out at the city around him. Cyclists and mopeds weaved through the narrow streets that separated the older stone buildings from the newer ones made of steel and glass. Sweet fragrances from the flowers in The Luxembourg Gardens wafted across the water. In the distance, the Eiffel Tower proudly rose above the horizon. Tony looked behind him to see the stained glass windows of Notre Dame staring back. The cathedral's bells sang with joy at the new visitors in their city.

_I wonder if the Paris back on Earth is as great as this_, thought Tony. His mind had been more on sightseeing than reconnaissance on this trip, but he had paid attention long enough to reach the same conclusion his teammates had.

"M.A.D. is nowhere on this world," said Jim. It was true; a whole day of searching and not a robotic agent or flying death machine in sight.

"That's a good thing, isn't it?" asked Tony. He was disappointed that there were no agents to fight, but at least that meant Paris still had its freedom.

"Yes," said Mary, hesitantly. "It's just weird. Mr. Weasel is usually such a good source of information."

Tony shrugged. "So he got a bad tip," he said dismissively. "No one's perfect; not even him."

"Well, I'm not surprised he was wrong," said Tom haughtily. "Frankly, I've always thought he was a little bizarre. I mean, what kind of a name is 'Weasel'?"

"Tom, I Am Weasel is an actual weasel," explained Penny. "You know: short, furry body, has a tail."

"And is remarkably well educated for a rodent," added Mary.

"True," said Penny. "Well, since this mission was a bust, I suppose we should be heading back to Toon Town."

"Or…," said Jim, dragging out the word. "We could stick around a while."

"What for?" asked Tom, confused.

"Oh, I don't know, maybe because we're in Paris!" Jim stressed the last word as he spread his arms, indicating the city around them. "I mean, come on – Paris: The City of Lights. As long as we're here, we might as well try to salvage some fun from this trip."

Tony, Tom, and Mary were all enthusiastic about the idea. They'd been working all day and deserved a little recreation time. Penny seemed like she wanted to, but was still thinking about their duty as heroes. "Well, we probably should get back…"

Tony interrupted her by placing his arms on her shoulders and leaning in close. "You know, Penny," he said in his sweetest and smoothest voice, "I may never get to visit Paris back on Earth. This could be my only chance to take it in. You wouldn't want to deprive me of that cultural experience, would you?"

Penny looked at Tony with her eyebrows raised. She obviously hadn't believed a word. Nonetheless, a slow smile crossed her face. "Well, if we were to stay, what would we do?"

"We could go to the Louvre Museum," suggested Mary.

"We should take one of those bus tours," said Tony.

"Le Cirque de Magique Magnifique," said Tom.

The Super Stars discussed it for a minute and decided that the circus sounded like the best plan. "Good idea, Tom," said Tony. "How'd you come up with that?"

"Huh?" Tom shook his head and looked around. "Were we talking about something? I was just reading that flyer." He pointed to a light pole with flyers and posters of all colors plastered all over it. One of the most recent looking flyers advertised a travelling circus that was performing that night in the Parc de la Villette. The acts listed on the bottom of the paper included clowns, acrobats, animal tamers and a special magical finale.

"Well Tom, it was still a good idea," said Tony, slapping Tom on the back even though he still didn't know what they were talking about.

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The Parc de la Villette is the largest park in the city of Paris. Circuses and other performing companies put on shows there all through the tourist season. When Tony and his friends arrived that night, several colorful tents and booths were set up on the grass. Sellers called out their wares to the many people passing by. The smell of popcorn and peanuts was almost overpowering. The trumpeting of elephants and the roar of lions could be heard in the distance. Clowns bopped, bashed, and squirted each other with water, giving their guests a preview before the show.

The five teenagers walked up and down the grounds, gazing at the many sights, when they saw a familiar face in the crowd belonging to a tall muscular man in shining plate-mail armor. It was Phoebus, captain of the city guardsmen, sitting atop his horse, Achilles. With his stern gaze, he was keeping a close eye on all the circus workers and performers. In the past, he had some trouble with another travelling circus stealing from its audience and Phoebus was slow to forget old suspicions.

The Super Stars had met with Captain Phoebus when they first arrived in Paris. The captain had been doubtful about the Super Stars claim that Dr. Claw was plotting within his city, however, for the safety of the citizens, he had allowed the teen heroes full access to all city areas. He seemed very pleased to hear that the Super Stars had found no trace of M.A.D.

"I told you," said Phoebus. "No M.A.D. agent would be able to enter the city without my knowledge. When it comes to the safety of Paris, I am never wrong."

Achilles snorted and rolled his large brown eyes. Phoebus noticed, but declined in giving the horse the satisfaction of responding. "So, if M.A.D. isn't in Paris, what brings you all here?"

"We figured, as long as we're in town, we'd come to see the show," answered Mary.

"Is Esmeralda around?" asked Tony, looking closely at each passing circus performer.

"My wife has agreed to be in the show tonight," said Phoebus, a little gruffly. It seemed as if he didn't like the idea, but said nothing against it. "The ringmaster convinced her to replace a dancer who was taken ill. Apparently, someone in the circus knows Esmeralda and recommended her."

Tony and friends said goodbye to Phoebus and hurried to the Big Top as the band inside the tent signaled the beginning of the show. The inside of the Big Top was already packed and more people were streaming in from other entrances. The Super Stars spotted an empty wooden bench and had just settled down when a small, but strong voice spoke behind them.

"Pardon me, but my friends and I cannot see."

The teenagers turned around and saw twelve young girls in yellow hats and coats. Tony's attention was drawn to the red-headed girl at the end of the row. She was easily the smallest of the group, but was also the only one not looking shyly at the older kids in front of her. The girl's little arms were folded up tight and her sweet face was drawn up in a scowl.

"I said, we cannot see the show," the little girl repeated. The other girls next to her nodded their agreement.

Mary stated to apologize. "Oh, I'm awfully sorry. What's your name, little one?"

Tony answered for her. "You're Madeline, aren't you?"

"Yes, I am and I may be little, but inside, I'm big," said the girl smartly.

Sitting at the other end of the line of girls was a tall thin woman wearing the black robes and habit of a nun. "Madeline, be polite," she gently admonished and then addressed the Super Stars. "I am Miss Clavel, the girls' teacher and caretaker. I am sorry for Madeline's rudeness. She has always been protective of her friends."

"Not a problem at all, Miss Clavel," said Mary. "We could switch seats, if it's easier for the girls."

Once everyone had switched seats, Madeline became instantly friendlier toward the Stars. She introduced them to all her friends and even pointed out her friend Pepito, the son of the Spanish ambassador. Pepito and his family were sitting across the tent in one of the top boxes set aside for royalty and politicians. He waved when he saw Madeline pointing at him.

Everyone quieted down as the lights dimmed and the show began. The first act was a display of flexibility and dexterity by the acrobats. They could bend their bodies into fantastic and painful-looking shapes. The trapeze artists were good too. They swung high in the air with no safety net. Some people might think that acts such as these might have lost their appeal to Tony since he had acquired powers that basically allowed him to do the same thing. However, Tony still enjoyed watching other people do it, especially since he knew that these performers could do it without powers.

The clowns put on a hilarious second act. All three rings in the Big Top contained white-faced, red-nosed, big-shoed clowns doing all kinds of slapstick. The animal tamers were next and Tony had to admit that this particular act did seem a bit stale. He had faced scarier enemies than a few large cats; still the part where the lion played piano while a tiger sang the score to South Pacific was impressive.

The second to last act was the dancing recital starring the gypsy, Esmeralda. Her vibrant outfit set off her dark skin. Her long black hair swung with her body in tune with the music. Every eye was on her as she twirled around the center ring and when she was done, she received the loudest applause yet.

"She is a wonderful dancer," observed Penny.

"I wish I could dance like that," said one of Madeline's little friends.

"Time for the big magic finale," said Tom excitedly.

Jim leaned over and whispered just loudly enough for Tom and Tony to hear him. "How good could this magic show be?" he asked dismissively. "I mean, we've seen real magic. Any tricks this hack does will be just smoke and mirrors."

Tom looked down at the ground, disappointed. Tony punched Jim on the arm and said, "Jim, don't ruin this for Tom. Besides, seeing this kind of magic is cool. It takes a lot of skill to pull of that kind of illusion."

Jim just rolled his eyes, but he kept quiet. The ringmaster entered the tent to announce the finale.

"Ladies and gentlemen, children of all ages; we hope you have enjoyed our show tonight. For our closing act, we have a real treat. We present to you: the mistress of the mystical, the shaman of the supernatural, an angel of the arcane. Please put your hands together for SCARLET!"

A cloud of red smoke erupted right under the ringmaster's feet. It obscured him and the center ring from view. The smoke began to clear a few seconds later and a dark silhouette could be seen standing in the ring. The figure raised her arms and the smoke blew out the tent openings. The figure was a teenage girl with dark skin and jet black hair, just like Esmeralda's. She must have been a gypsy too. She was wearing a flowing robe of deep crimson that showed off her slim figure.

Scarlet smiled and waved to the audience. "Thank you. Thank you, everyone." She spoke in a very thick accent that was somewhere between Gypsian and Russian. She clasped her hands and when she released them, she was holding a large red cloth. "I would like to introduce you to my lovely assistant." A stagehand placed a small wooden stool next to Scarlet. The young magician threw the cloth over the stool and pulled it off to reveal a very confused Tom sitting on the stool and looking around wildly. Tony, Penny, and Mary all turned to the spot on the bench where Tom had been sitting. Sure enough, he wasn't there.

Scarlet gave a small laugh. "Well, perhaps 'lovely' isn't the right word to use." She walked slowly around Tom, looking him up and down. "Well, darling, if you're going to be my assistant, you are going to have to dress the part." She threw the cloth over Tom's head and quickly pulled it off. Tom was still there, but now he was wearing a short black dress and high heels. The audience roared with laughter.

"How does that feel, my dear?" asked Scarlet.

"Um…breezy," said Tom. He held his down below his waist to try to cover himself up.

"Yes, I know what you mean," said Scarlet. "It doesn't really suit you does it. How about this?" The cloth went on and off Tom again. This time he wore a grey pin-striped suit and was carrying a briefcase.

"A bit formal for the circus, wouldn't you say?" said Scarlet. The cloth swooshed again and Tom was in a bathing suit, tank top, and sandals.

"Surfs up, darling. Still not right though." One more time and Tom was in full army camouflage gear with black paint on his face.

"I just love a man in uniform," said Scarlet. She shrugged, threw the cloth over Tom's head and returned him to his original jeans and T-shirt. "There you are. I even had them dry cleaned for you.

The audience screamed and applauded. Scarlet took a bow as Tom felt his clothes to make sure they were really there.

"You've been a tremendous help, my dear. Enjoy the rest of the show." Scarlet threw the cloth over Tom one more time. He disappeared from the stool and reappeared back in his seat in the stands.

"Whoa, Tom that was great," said Tony.

"What was that like, Tom?" asked Penny. "How do you feel?"

Tom hesitated before answering. "I'm not sure. Although I do wish she had let me keep the suit."

Tony turned to Jim, still applauding. "If that was just a trick, it was pretty darn good, ay Jim? Jim?" Jim wasn't answering. Tony looked closer at his friend. Jim was staring intently at Scarlet. His eyes weren't even blinking. His tongue was hanging out of his open mouth.

"Jim!" shouted Tony.

Jim shook himself and finally answered. "That is the most beautiful woman I have ever seen." Tony had to admit that Scarlet was very pretty.

Scarlet was getting ready to do her last trick. "For this last bit of magic, I will need someone from the audience. This time I look for volunteer."

Several people raised their hands, but faster by far was Madeline who, despite Miss Clavel's protests, bounded down the steps and ran up to Scarlet. "I would like to be in you're trick."

Scarlet bent down to the little French girl. "Thank you, little one. Do you have any performing experience?"

"I traveled on a gypsy caravan once," said Madeline.

For a split second, a look a grave sorrow passed across Scarlet's face, but she recovered immediately. "Well, that's perfect. Ladies and gentlemen, I present to you, the magnificent Madeline." Madeline waved to the audience as they cheered. "Now, my dear, I need you to remain perfectly still." Madeline clenched her muscles and did her best not to move or even breathe. Scarlet waved her arms dramatically a recited:

_Powers of wind_

_And powers of sky_

_Send this brave child_

_Way up high_

There was a loud crack and a flash of light and Madeline was gone. Scarlet pointed above her head and looked up. The audience followed her gaze and gasped as one entity. Madeline was sitting on a unicycle on the tightrope at the top of the tent. Most children might be scared, but Madeline was laughing as she worked on maintaining her balance.

Miss Clavel was beside herself. "Mon dieu. Be careful, my petite Madeline."

"Not to worry friends," reassured Scarlet. "The child is in no danger." Scarlet snapped her fingers and fires burst to life under the ladders on the two poles the tightrope was tied to. The fire quickly shot up the ladders until they were completely consumed. "Now that could be troublesome," admitted Scarlet.

Some people in the audience started screaming. Madeline had noticed the fire now and was starting to get a little nervous.

Scarlet was the only calm one in the tent. "Please, please, my friends, settle down. If it upsets you so much, I will bring the girl down." Scarlet pointed at one end of the tightrope. A small flash of light and the rope broke apart. The audience screamed even louder. Scarlet spun her hands and the rope followed her movements like a charmed snake. The rope twisted itself into a spiral and Madeline gently rode the unicycle down that spiral. As soon as she touched the ground, the twin fires snuffed out and the rope re-attached itself to the pole.

Scarlet held Madeline's hand and they both bowed to a standing ovation. The Super Stars, the little girls, and Pepito all clapped hard until their palms hurt. The only ones not clapping and cheering were Miss Clavel, who looked like she may have fainted, and Jim, who was drooling over Scarlet so much he was sitting in a puddle of water.

As Scarlet and Madeline were taking a second bow, the top of the Big Top burst into flames. A rain of sparks floated down and fizzled out just inches above the heads of the cheering audience.

"What a finally," cried Tom, waving his hands in the air.

"Yeah, but don't you think that's over doing it a bit," commented Penny, indicating the now burning tent.

Mary had stopped clapping and was looking around at the edge of the tent. "Guys, I don't think this is part of the show."

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I already know what your thinking and no. I did not get teh idea of Scralet from MARVEL COMICS the scralet whitch. I just happened that way. So Review and tell me what you think.


	2. Big Trouble at the Big Top

Greeting again, When last we left our heroes they were taking in a show in the beautiful city of Paris. Jim was truly taken by the lovely Scarlet, but then the show took a turn for the worst. We now return you to the crisis already in progress.

Three...

Two...

One...

...

**ACTION!**

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Tony, Penny, and Tom look around too. While the audience was still cheering, the other performers were in a panic. Clowns were running around, tripping over their own big feet. Circus roustabouts dashed out of the tent and came back carrying buckets of water. Scarlet had pulled Madeline into a protective hug and was gazing at the fire in worry and confusion. Outside, the sound of roaring animals and the deep thumps of paw prints could be heard just underneath the noise inside the tent.

The ringmaster ran out into the center ring, bow tie askew and breathing heavily. "Ladies and gentlemen, we have a slight crisis. Please calmly exit the tent in an orderly fashion."

There are few words in Toon World more likely to cause a mass riot that "calmly" and "orderly fashion". The ringmaster had no sooner stopped speaking when the audience realized that all was not right and rose as one to leave. Men pushed each other out of the way to exit the tent as women scooped up their crying children. The fire above seemed to be feeding on the fear below.

The eleven little girls next to the Super Stars were holding on to each other and screaming in panic. Miss Clavel was trying to usher them out of the tent, but they refused to move out of fear.

"We have to get everybody out of here." Tony had to shout to be heard over all the noise. The Super Stars all nodded in agreement, except for Jim who was still staring off into space.

"Jim," said Mary, shaking his shoulder. Jim did not respond. Mary leaned close to his ear and shouted, "JIM!"

Jim started and almost fell off the bench. He looked at Mary. "What'd you do that for?"

Mary pointed at the people crawling over each other to get away from the fire. "We have to these people out before the tent collapses."

"Too late," shouted Tom. He pointed at the tent roof. The top few feet of the tent poles had broken off and the flaming debris was falling towards the stage.

Miss Clavel screamed and pointed to the ring closest to their seats. Madeline had broken away from Scarlet and was running back to the benches. Pepito was also hurrying towards them. He had left his parents to check on the safety of his friends. The falling tent poles would crush them.

"BY THE POWER OF TOON WORLD!"

Golden lightning leapt from Tony's Toon Sword and transformed him into the ultra-powerful Toon Master. His shirt and jeans changed into his gold and red costume and cape. Hardly anyone noticed though, including Madeline and Pepito who had noticed the pieces of flaming wood about to fall on them. They held onto each other and closed their eyes, waiting for the impact.

"_Plasma Shield!_"

Tony pointed the Toon Sword at the two children. A golden beam fired from the sword's tip and engulfed Madeline and Pepito in a dome force field. The tent poles hit the energy shield with a tremendous crash, but simply slid off, leaving the children unharmed.

"Super Star Power!"

Following Tony's lead, the other Super Stars transformed as well. Penny became a blue-uniformed martial warrior. Tom traded his T-shirt and jeans one more time for plate armor and fur boots. Mary cloaked herself in black ninja garb. Jim's outfit went green as his power staff extended to full size.

Miss Clavel and Pepito's parents rushed to their children. The two lines of little girls followed them out of the tent. After the place was finally empty, the Super Stars left last as the rest of the tent poles and canvas fell down into one huge bonfire.

Everyone had escaped the tent, but things were even more chaotic outside. The Stars could see that most of the campgrounds were also on fire. Circus visitors and employees ran around like scared chickens. Animals stampeded through the rows between the concession stands – and sometimes through the concession stands themselves – threatening to run over anyone in their path. The only people not in a panic were a group of black-clad soldiers toting flamethrowers and machine guns. They were led by two young men; one in black plate armor holding an axe and one in a multicolored cloth uniform holding a flaming lance.

"Smithe and Max," breathed Penny when she saw them.

"So M.A.D. is here," said Tom. "How did we miss that?"

"Who cares?" said Tony. "Let's just get rid of them."

The Toon Master and the Super Stars sprang into action, but the problem was that the M.A.D. agents were not using a concentrated attack. All the robotic agents present were the type known as Big Rigs: tall, but fat, these robots packed an entire arsenal of weaponry underneath their thick steel armor. Single agents or small groups of three or four were roaming the circus grounds harassing anyone they came across and burning anything they saw. Some were even flying on rocket packs and shooting flames over people's heads like kids frying ants with a magnifying glass.

The teenage heroes were forced to split up in order to fight back. Tony and Mary volunteered to take down the flying agents. Leaping nimbly onto the few tents that were not on fire, Mary used her shuriken to puncture the robots' rocket packs and blow them sky high.

"_Plastic Man!_"

Tony immediately felt himself become more limber and relaxed. All the physical stress left his body. His limbs felt like they were made of water. It took a little concentration to keep his legs from folding up under him. He waved both of his arms in the air until they stretched out and curled themselves into twin lassos.

"YEA-HA!"

He snatched two of the Big Rigs by their feet and whipped them against the ground. The agents fell apart like cheap toys. Tony and Mary continued until the sky was clear again.

That left Penny, Tom, and Jim to deal with the ground forces. The three heroes split up, taking down any agent they could find. The Big Rigs flamethrowers proved to be no match for the power of Penny's samurai sword. At her verbal command, a swift gush of water shot from her sword and dowsed the Big Rig's fire. After that, a few quick slices were enough to take them down.

Tom and Jim, not having water powers of any kind, had to keep their distance from the Big Rigs, but that didn't hinder them. At Jim's mental command, his green power staff stretched to four, five, six times its normal length so he could attack from afar. Tom tried a more low-tech approach with a couple of agents by using his super-strength to throw large objects at the Big Rigs: wooden platforms, tent poles, and entire wagons. The agents were able to burn each object to ash before it hit them.

"Is that all you got, Super Star?" taunted the M.A.D. agents. They were soon eating their words, though, when a 10 ton and very confused looking elephant dropped out of the sky and squashed them into metal pancakes.

"Not quite all," replied Tom. He and Jim turned toward the shouts coming from the edge of the surrounding fire. They thought it might be M.A.D. reinforcements, but it was Captain Phoebus and his city guards. They rode on horseback through the fire and stabbed at any nearby agent with their swords.

"All agents retreat," ordered Smithe. The force he had brought was not large enough to stand up against the Super Stars plus the local militia. The robotic agents all stopped fighting and rushed to the circus exit. Smithe and Max turned to leave too, when a wooden pole flew through the air and hit them both in the stomach, knocking them a step back.

"Where did that come from?" asked Max. The pole was still floating in the air with a faint pink aura around it. The two M.A.D. generals looked at Jim and Tom. Both of them shrugged; they hadn't done anything.

"It came from me." All four boys faced forward to see Scarlet standing against a backdrop of flames. Her long hair whipped angrily around her furious face. Her arms were stretched out rigidly in front of her. Her hands had the same pink aura as the pole.

Smithe glared his best evil glare at Scarlet, but the young gypsy stood defiant. "Who the heck are you?" he demanded.

"You do not even remember?" asked Scarlet. "The two of you ruined my home and destroyed my family."

Max held out his hands in askance. "I'm afraid you'll have to be more specific."

With a cry of anguish, Scarlet twisted her hands. The floating pole moved obediently to strike the two generals again. This time, though, Max and Smithe knew the attack was coming and managed to dodge the pole again and again. They had been taken by surprise once, but Scarlet didn't have the skill or power necessary to beat them. With every movement of the heavy wooden pole, Scarlet's breathing became heavier and a sheen of sweat covered her face. Soon, she was struggling just to keep the pole in the air. Jim and Tom tried to help, but the retreating robots had them pinned down with a line of fire.

Max slashed the pole in two with a quick swipe of his lance. Scarlet sagged like a puppet whose strings had been cut.

"You're not good enough for the big leagues, little girl," said Smithe with a sneer. "Come back when you've got some power behind you."

"Enough playing around," said Max. "Let's get out of here." Smithe grabbed Max's arm. Max pointed his lance at the ground and created a tornado which propelled both generals over Scarlet and the ring of fire around the circus. Scarlet managed to shoot some of her own magic fire at them, but she was too tired to aim straight. Smithe and Max joined the retreating agents and disappeared into the city.

When Scarlet moved to go after them, Jim caught her arm. She fought, but she didn't have the strength to break free. "Let me go! Let me go! I have to go after those monsters."

"You're not in any shape to fight them," agreed Jim. He was right. Scarlet hadn't fared well at full strength and now she was exhausted.

Tom appeared at her other side. "Besides, we have to put out this fire."

"I'll handle it." The three teens turned to see Tony floating just above the ground. He flew high into the air until he could see the entire circus grounds.

"_Storm!_"

By channeling the power of the female X-Man, Tony felt his entire body fill up to the brim with energy just waiting to be unleashed. He closed his eyes and could feel the air currents and could almost hear the movement of the clouds. Lightning crackled along his body. He let that lightning loose into the sky to attract storm clouds to downpour on the fire below. Once he was sure the fire was completely out, Tony banished the clouds and returned to the scene of the destruction.

Almost all of the circus-goers had left for the safety of their homes. The only ones left were Madeline, her friends, Miss Clavel, Pepito, and his parents; all of whom were helping the circus folk to clean up the damage done by M.A.D. Meanwhile, Tony, the Super Stars, and Scarlet were meeting with Captain Phoebus and Esmeralda.

Phoebus' stern gaze slowly took in the devastation. "It looks like we were right. M.A.D. is in Paris."

Mary leaned in close to Penny and muttered, "Yeah, good thing WE were here, huh?" Penny rolled her eyes, but decided to let it go.

If Phoebus had heard Mary, he chose to ignore her. "The question now is where could they have been hiding and…hey, where are you going?"

Scarlet stopped and turned back around. She had been heading for the circus exit – the same direction the M.A.D. agents had gone. "I'm going to find those monsters and make them pay for what they've done," she said, clenching her fists for emphasis.

Phoebus put his hands on his hips and glared down at Scarlet as if she were a little girl caught with her hand in the cookie jar. "Listen here, young lady, these M.A.D. people are dangerous and will be brought to justice by the city guards."

"And us," said Jim. "Don't forget us. Superheroes over here." He waved his staff in the air and pointed down at himself. Scarlet and Phoebus looked at him like he was a little crazy. Jim slid over to Scarlet's side. The young gypsy pulled away a bit.

"You know, we fight M.A.D. all the time," Jim said impressively. "Yep, life and death situations every day. I've almost died, like, twenty times."

"You must be new to the hero business then," observed Scarlet.

"Well…uh," stammered Jim. Scarlet's comment had left him struggling for a comeback. "Not really. I mean, I didn't die, right? It takes a lot of skill not to die, right?"

"Yeah, Jim is the best not-dying guy we've got," said Tony.

Jim shot Tony a dirty look while Scarlet rolled her eyes. "I do not have time for this," said Scarlet. "I have to find the M.A.D. agents."

With a hand signal from Phoebus, his troops maneuvered to block Scarlet's path. The young gypsy looked at the captain in fury.

"Young lady, you are not to go looking for M.A.D. and that is final," said Phoebus in a threatening tone. Scarlet looked like she was ready to try forcing her way through the soldiers.

Mary tried a more diplomatic approach. "Listen, Scarlet, we appreciate your offer to help search, but it's late. We'd all do well to get a good night's sleep and start again in the morning. I know how you feel, but…"

"You know nothing of how I feel." Scarlet directed her heated glare on Mary before turning in a huff and storming off toward her trailer.

"Anybody care to explain what the heck that was all about?" asked Tony to everyone around.

Esmeralda answered in a subdued tone. "Years ago, Dr. Claw sent an army to destroy Scarlet's gypsy caravan – her family. Scarlet was the only survivor."

Tony gasped in horror and the Super Stars all hung their heads in sorrow. They all knew what it was like to lose friends and family because of Dr. Claw.

"That's why she was so intent on finding Smithe and Max," reasoned Jim. "She wants revenge."

"Were Smithe and Max the ones who attacked Scarlet's family?" Tom asked Esmeralda.

"I don't know," answer Esmeralda. "Scarlet doesn't like to talk about it."

"I would guess that it was them," said Phoebus. He had taken the news of Scarlet's family in stride and was still all business. "Claw does seem to use them whenever he needs dirty work done."

"Even if it wasn't them," chimed in Penny, "it probably doesn't matter to Scarlet. I'm sure taking down any M.A.D. agent is revenge in her mind."

"Well, whatever the reason; perhaps I should have her sequestered within her trailer until the M.A.D. agents are removed from Paris," said the captain.

Esmeralda laid a gentle hand on her husband's chest. "Go easy on her, Phoebus. She's a very angry and emotional young woman right now and she has every right to be."

Phoebus seemed to be mollified slightly by his wife's words. "You're right, I know, but I cannot allow her to jeopardize our investigation."

"OUR investigation?" said Penny with her eyebrows raised.

Phoebus didn't flinch. "Now that there is evidence of M.A.D. activity in Paris, I'd be willing to work with the Toon Master and his team to remove the threat."

"How generous of you," muttered Jim.

Tony poked Jim in the ribs to keep him quiet. "We need all the help we can get, Captain Phoebus, but like Mary said, we should pick this up in the morning."

"Let's head back to Toon Force One for the night," said Tom.

"We didn't take Toon Force One, remember," said Penny. "Mother and Father had to go to Queen Uberta's kingdom and we got stuck with one of the old transport ships."

"Oh man, I hate sleeping in those things," complained Jim. "It smells like burnt basketball in there."

"Actually," said Esmeralda, "I have a friend who can help you get some better accommodations."

* * *

Talk about hitting home. It would seem Scarlet is less interesterd in jim and more interested in M.A.D. Will the Toon Master be able to keep her out of trouble, or will jim be a huge distration to the team. Stay tuned. Please review.


	3. Young Love

In our lasy chapter our heros found that their search for M.A.D. came up empty handed, leading them to a seprisea attack at the circuis. Now they have M.A.D. and Scalet to worry about. Two troubles for the price of one... unless you count Jim then it's three.

* * *

"Thanks for getting us these reservations, Quasi," said Mary sweetly. She was standing in the hallway of the Hotel Le Notre Dame, a very fine hotel directly in front of the Notre Dame cathedral. With her was a short, hunch-backed figure with a deformed, but kindly face.

"My pleasure, Mary," said Quasimodo in a soft voice. "I have to get back to the bell tower, but drop by before you leave town."

"We will," Mary assured him. "Say hello to Madellaine for us."

Quasimodo hobbled down the hall and turned the corner. Three stone gargoyles (a short fat one, a tall thin one, and an old female one) were waiting for him.

The fat gargoyle glared angrily at Quasimodo. "You get those kids first class suites in this place and I've been trying to get a room here for years."

The tall gargoyle stuck his nose in the air. "Well, Hugo, perhaps they'd let you stay if you didn't keep stealing the mints off the pillows of the other guests."

"Shut up, Victor," said Hugo rudely. "Those mints are supposed to be complimentary."

The female gargoyle smacked both Hugo and Victor. "Will you two be quiet? Old Laverne is too tired to put up with this." Quasimodo just sighed in resignation as he ushered the three arguing stone statues out of the building.

Mary entered the plush hotel room. This was actually the boy's room; the adjoining room was for her and Penny. Everyone had already changed into pajamas and had gathered in the boy's room to discuss their plan for tomorrow. Everyone except Tony, that is. He was talking on his cell phone and he was still in his Toon Master transformed state.

"Come on, Mom. I'm sorry I didn't call, but it's not that late." One of the many weird things about the Toon World was that time travelled at a different speed depending on where you were. An hour on one world could be a year on another. That was why Toons seemed to age so much more slowly than humans. To make matters worse for Tony, no area of the Toon World had a time speed that seemed to correlate with time back on Earth. That meant that Tony could never be sure exactly what time it was on Earth while he was in Toon World. With an overprotective mother, this could lead to a lot of angry phone calls.

"Mom, 9:00 isn't so late," said Tony desperately into the phone. "I just forgot to call…yes, I'm sorry…actually, I'm going to be sleeping over John's tonight…no, it's fine, his Dad said it was okay…ah sure, you can talk to him…just a second."

Tony put his hand over the phone's speaker and whispered.

_"Morph!"_

Tony instantly felt his body become more energized, almost unstable. A clear mental image of himself popped into his head. It was like he could see himself clearly from another person's point of view. He concentrated on an image of John's Dad. He felt goose bumps running up and down his arms as they became more muscular. His legs stretched as he grew two feet taller. His hair thinned, wrinkles appeared around his eyes, and a black mustache sprouted under his nose. Finally, his Toon Master costume changed to a crisp military uniform. Tony was now the twin to John's father, Colonel Minahann.

Tony cleared his voice and spoke in a much deeper voice. "Hello, Mrs. Masters?...Yes, this is he…We're just getting ready for our nightly push-up drill…Yes, I gave Tony permission…no, no trouble at all...all right…yes, you're welcome…I'll put him back on."

Tony concentrated again and return to his own form. "Yeah, Mom…sure, I'll be fine." In a low voice he muttered, "Yes, Mom, I have clean underwear. Yeah, okay Mom, I'll be careful, won't eat junk food, get to bed early okayfineIloveyoubye." Tony quickly snapped the phone shut and threw it on the table.

"Well, that takes care of that," he said to his friends. He raised the Toon Sword above his head. Golden lightning flashed and Tony returned to his civilian form. He and Mary took seats as Penny began the discussion of their fight with the M.A.D. agents mere moments ago.

"Well, now we have proof that M.A.D. does have a presence in Paris," said Penny.

"Right, and here it is," said Jim, indicating the many bruises on his body he got during the fight.

"But where the heck did the agents come from?" asked Tony. "How did we miss them?"

Penny scratched her head in thought. "Yeah, that is weird. We searched every square inch of the city and found nothing. And Tom, you didn't find anything in the catacombs, right?" The Catacombs of Paris is a vast network of underground tunnels running under the city. Some of those tunnels contain old cemeteries and crypts.

"Um…" Tom looked around guiltily and drummed his fingers together.

"Tom?" pressed Penny, sternly raising her voice. "You did search the catacombs, didn't you?"

"Well, I was going to, but it's dark and spooky and icky and there are dead people down there. Please don't make me go," Tom bawled.

"I think we can assume Claw's agents are in the catacombs," said Tony.

"Agreed," said Penny. "So here's the plan. Tomorrow the five of us split up into two teams and search the tunnels for M.A.D.'s headquarters."

"Um, could you make that the four of you?" asked Jim tentatively.

"Excuse me?" said Penny, giving Jim a dirty look.

"I've just got to talk to Scarlet," said Jim.

Penny couldn't believe it. "You're going to blow off our mission to chase after a girl?"

"This isn't just a girl," said Jim defensively. "This is the most beautiful and bravest girl I've ever seen. She's the one, I know it."

"Isn't that what you said about the girl who works at the pretzel shop in Dunwyn?" giggled Mary.

Jim scowled at Mary and Tony and Tom laughed out loud. "Hey, she was into me, but that's not the point. Scarlet is the girl of my dreams."

"Can't you talk to her some other time?" asked Tom.

"No," said Jim, shaking his head. "Tomorrow night is the circus' last show. Then they'll leave Paris and I'll probably never see her again. But don't worry; it shouldn't take long to woo her. I am the smoothest of smooth operators. They don't call me Doctor Love for nothing."

"Doctor Love?" said Mary.

"Doctor Love Handles, maybe," muttered Penny.

Tony snorted as he stifled back a laugh. "It's okay with me if you want to go find Scarlet tomorrow, Jim." Tom and Mary also nodded their acceptance.

Penny was a tougher sell, though. "What about Claw, Jim?" she asked.

Jim leaned towards Penny with hands folded and wide bambi eyes. "Please, Penny. I've spent my life chasing after girls and now I've finally found one that means something to me."

Penny wasn't entirely convinced. "I don't know…"

"Plus, I'll volunteer to be the guinea pig for Mike's next five experiments," added Jim.

"Make it ten experiments."

"Deal." Jim jumped up and pumped his arm in the air. "YES! YES!"

_I wonder if he'll be as happy once he tastes the breath mints Mike's been developing from compost_, thought Penny.

**While Tony and the Super Stars continued their search for M.A.D., now aided by Captain Phoebus and the city guards, Jim went back to the circus to try and win Scarlet's heart.**

The circus campgrounds were vastly different from the previous night. Workers and roustabouts were running everywhere dismantling the wooden stands and carrying long folds of canvas which were all thrown haphazardly into the nearest wagon. Animals roared and trumpeted in annoyance as they too were hurriedly packed up. Any material that was charred or broken beyond repair was added to a large pile off to the side.

Jim stood at the grounds entrance watching the activity. In one hand he was holding a bouquet of deep red roses and in the other he had a box of the finest chocolates $4.99 could buy. He tried to ask someone where Scarlet's trailer was, but everyone was so focused on their task, he couldn't even get someone's attention. Jim was forced to wander around the grounds for a while looking for Scarlet and weaving through the workers.

Finally Jim found the right wagon at the far edge of the grounds. It was painted a deep red and had a larger-than-life painting of Scarlet surrounded by white sparkles. The caption underneath billed her as a "Master of Gypsy Magic".

Jim stopped for a minute to make sure his hair was flat, his breath was fresh, and none of the dust kicked up by the circus workers had stained his clothes. He wanted to make a good first impression. Well, second impression, technically.

Jim confidently knocked on the trailer door and waited. There was a rustling noise from inside along with a muffled "Just a minute" before the door was opened a crack. One light blue eye peeked out before Scarlet fully opened the door. She was not wearing her performing costume, but looked no less beautiful to Jim in a simple red skirt.

At first, Scarlet didn't recognize Jim from last night's battle. "Yes, darling, may I help you?" she asked, a little suspicious.

All of a sudden, Jim's throat seized up on him. Being near Scarlet had made him unable to speak. He tried to say "Hi, nice to see you again", but it came out as something like "Hio nitosey ganannu."

"I'm sorry," said Scarlet as she started to close the door, "If you are looking to join freak side show, ringmaster's wagon is fifth one on left."

Jim struggled to make himself understood. He thrust the flowers forward in order to give them to Scarlet, but they got stuck in the door. Finally, Jim managed to say, "Wait, wait, you know me from last night: at the battle with the M.A.D. agents."

At the words "M.A.D. agents", Scarlet flung the door open again looking surprised, angry, and excited at the same time. "Are you the Toon Master?" she asked hopefully.

"Uh, no," said Jim. "But I work with him. I'm Jim; a Super Star." This didn't seem to jog Scarlet's memory, so Jim elaborated. "I was the one with the green staff."

Recognition crossed Scarlet's face. She began to look angrier. "You were the one who stopped me from following those two M.A.D. generals."

Jim looked a little crestfallen. He was hoping she wouldn't remember than much. "Well, yes, that was me. I had to stop you. Smithe and Max are two mean dudes and…" Jim faltered under Scarlet's accusing glare. He cleared his throat before speaking again.

"Tell you what; let's start over. Hi, I'm Jim," he said and held out the flowers. After being crushed, most of the petals had fallen off and the stems were bent. Scarlet's eyes briefly glanced down at the flowers before looking back up at Jim as if to say "Not impressed. What else you got?"

"Uh," said Jim awkwardly. He thrust out the heart-shaped box of candy. "How about some chocolate?"

Scarlet considered both Jim and the box for a minute before opening the cover. She noticed right away that some of the candy trays were empty. "Did you eat these?" she asked.

"It was a long walk over here from the hotel," said Jim sheepishly.

Scarlet sighed, and then shrugged before popping one of the chocolates in her mouth. She had to admit it was good. The chocolate was silky smooth, almost liquid, and the center was tasty, although she couldn't tell what it was.

When Scarlet went to take another candy, Jim relaxed a bit and pressed forward with a little more confidence. "Good, huh? I like the coconut filling too."

Scarlet coughed and spit out the chocolate in her mouth. "This is coconut?" There was a trace of fright in her voice.

"Yes, why?" Jim asked cautiously.

"I am terribly allergic to coconut." Even as she spoke, Scarlet's face bulged out and turned a dark purple. Her head looked like a giant grape. Scarlet shrieked and ran back into her trailer, slamming the door in Jim's face.

"Uh, well, I'll be seeing you around then," Jim called through the door. He wasn't sure Scarlet heard him over the retching sounds coming from inside the wagon. Jim dejectedly left the circus grounds, throwing the candy and flowers into the pile of burnt and broken debris.

**It seems that Jim's first attempt at finding love in the City of Lovers did not go according to plan. However, his moral is as high as ever.**

Jim straightened himself up. "I'll just have to try again. Scarlet will be mine by day's end."

**Yeah, right.**

"I heard that."

**Sorry.**

**

* * *

**So much fro "Dr. Love". Hope the other arfe having better luck. Please review.


	4. Extreme Makeover

Looks Like Jim could use some help with Scarlet. Lets see how the rest of the group is fairing. ACTION!

* * *

Tony and the rest of the Super Stars were having about as much luck as Jim was. They had split into two groups (Tony with Tom and Mary with Penny) and had been searching the catacombs under Paris all morning. Captain Pheobus had been able to spare some of his guards to assist the teen heroes. After last night's attack, he no longer doubted their word. Quasimodo had offered his help too and even the gypsies in Esmeralda's troop were spread out in the tunnels.

Despite all this effort, none of them had been able to find any trace of even a single M.A.D. agent. After hours of searching, Tony and Tom had needed to take a break. They stopped by the hotel for a quick shower and were now sitting outside the Ratatouille café. It was a small and relatively new restaurant, but it boasted the best food in France. After their lunch, Tony and Tom had to agree.

"MMM-mm!" moaned Tom, licking the last of his meal off his plate. "That was delicious. I wish I could thank the chef personally."

Tony privately thought that might be a bad idea. He had never met the chef himself, but knew that the chef was actually a rat be the name of Remey that had taught himself to cook. For obvious reasons, it was a closely guarded secret.

They had just paid the check and were getting ready to leave when Tom motioned to Tony and pointed to a teenager two tables down who looked to be asleep in his chair.

"Hey, Tony, isn't that Jim?"

Tony looked closer. He couldn't see the teen's face since his head was resting on the table, but Tony thought he recognized Jim's short brown hair and the teen was wearing the same outfit Jim had worn this morning.

Tony stepped over to the table. The boy gave no indication that he heard Tony's approach. "Jim, is that you?"

"Jim's not in right now," answered the boy. The voice was muffled, but it was definitely Jim's. "Please leave your message at the beep. Beep."

Tom sat down at the table. "Hey there, Doctor Love Handles. How did it go with Scarlet?"

Before Jim answered, a waiter appeared at the table. "He's your drink, sir," he said as he placed a cup of steaming coffee next to Jim's head. After the waiter left, Jim picked up the cup and dumped the coffee over his head. The hot liquid steamed on Jim's neck, but he took no notice.

Tony sat down too. "I'm going to say…not well."

"I totally choked," said Jim. He sounded close to tears. "I made a complete jerk of myself."

"What happened to the smooth operator?" asked Tom.

"The operator you are trying to reach has been disconnected," replied Jim.

Tony tried to cheer his friend up. "Come on, Jim. So you screwed up once."

"Seven times," said Jim.

"Seven times," said Tony, cringing. "Okay, so you screwed up seven times. That's not…so bad."

"Are you kidding? That's horrible," said Tom bluntly. "Dude, you struck out so bad that…"

SMACK!

Tony slapped Tom upside the head to shut him up. Tom looked at Tony as if to say "What'd I do?"

"He's right," said Jim into the table. "Scarlet's never going to want to see me again."

"Okay, that's enough moping," said Tony angrily. "You gotta bounce back from this." Tony pulled at Jim's shoulders so that they could see his face. A bright red handprint decorated Jim's check.

"Whoa, what's that all about?" asked Tony, pointing at Jim's face.

"I tried to talk to her in French; you know, the language of love," explained Jim.

"You speak French?" asked Tom.

"No," answered Jim. "I had a French dictionary, but that wasn't enough. Apparently, whatever I said to her was offensive."

This news was enough to dampen even Tony's optimism. He sat down heavily besides Jim. "I hate to say it, dude, but maybe you should give up on her." Tom nodded his agreement.

"Or maybe you should try a different approach."

All three of the boys looked down to see two little girls in yellow coats and hats smiling up at them.

"You're a couple of the girls from the circus last night – Madeline's friends," said Jim.

"That's right," said the girl on the left. "My name is Nicole and this is Chloe." The other girl greeted the boys with a small curtsy. "We saw the way you looked at Scarlet last night. You're in love with her."

Jim flinched as if he'd been slapped again. His face turned bright red. "I'm not in love with her."

Chloe held her hands over her mouth as she giggled. "You love Scarlet. You love Scarlet," she sang.

Jim scowled down at the girls, but they just kept smiling. "I think she's very pretty and interesting and I would like to talk to her, that's all," admitted Jim.

"Well, we can help you out," said Nicole.

"Thanks girls," said Jim. "But I think Tony's right; it's hopeless. Besides, what do kids like you know about this sort of thing anyway."

Nicole shrugged. "Not much, but at least we haven't gotten slapped today." Jim instinctively felt his still stinging cheek.

"They have a point, Jim," said Tom. "Maybe they can help."

Jim leaned in close and kept his voice low. "Guys," he pleaded, "taking advice from little girls?"

"What have you got to lose, Jim?" asked Tony. "You said yourself that the circus is leaving tonight. This could be your last chance."

Although he wanted to, Jim couldn't argue with that. With a sigh of resignation he got up and allowed Nicole and Chloe to lead him back to their house. After Jim and the girls left, Tony and Tom were tempted to secretly follow them and watch, but another visitor took Jim's place at their table.

"Mind if I join you?" It was Scarlet. She seemed to have gotten over her earlier allergic reaction. Her dark-skinned face was once again smooth and beautiful. She was wearing tight jeans and a red tank-top that did an excellent job of showing off her figure. After seeing her, Tony and Tom both deeply regretted their suggestion to Jim about giving up.

For a while, Scarlet just watched the two boys watching her. Her highly polished nails sounded out a rat-a-tat-tat rhythm on the glass table. Finally, she asked in a slightly annoyed voice, "Is there problem, boys?"

Tony and Tom jerked out of their trances. "Ah, no, no there isn't," stammered Tony, not quite able to take his eyes off Scarlet. "We were just looking – I mean, admiring – admiring your…"

"Shirt!" blurted Tom.

"Yes, yes, your shirt," said Tony, feeling relieved, but not sure exactly why. "It's so…red. Do you always wear red?"

Scarlet shrugged with one shoulder. "The ringmaster says is good publicity for my name. Besides, don't you think I look good in this color?" she asked as she leaned in a little closer to Tony.

Tony automatically pulled away. Nervously, he asked, "So, what brings you here, Scarlet?"

"I am looking for you, Toon Master," she replied.

Tony disliked being referred to by title. "You can call me Tony. Why are you looking for me?"

Scarlet grew serious. "I want to know if you have found the M.A.D. agents yet."

"No we haven't," said Tony, shaking his head. "The catacombs are a big place."

"A big, creepy place," added Tom. He shivered in his seat.

"Sounds like you could use a little help," said Scarlet.

Tom said, "Well, I've been seeing this psychiatrist who keeps telling me to listen to my inner child, but…"

"I mean with the search," said Scarlet. "I wish to help."

Tony looked sternly at Scarlet. "Didn't Phoebus say you were not to go looking for any M.A.D. agents?"

Scarlet shrugged again. "Well, as you say, the catacombs are a big place – easy to get lost in. I've been to Paris many times and I know the catacombs well. I could be your guide."

A wide smile spread on Tony's face. "Scarlet, I like the way you think."

She leaned in close again. "I'm sure there's much more about me you could like."

Tony stood up suddenly and cleared his throat. "Let's get back to the catacombs. Come on, Ms. Guide." Scarlet stood up too and they both headed out to pick up the searching again, leaving Tom still sitting at the table.

He waved goodbye to the teenager's backs. "You guys let me know how that turns out." He leaned back and took a sip of hot chocolate. Tony grabbed Tom's collar, yanked him off the seat, and dragged him back to the catacombs.

Nicole and Chloe led Jim back to their home in the rural suburbs of France. Their house was actually a boarding school; an old brick building with a thick layer of vines creeping up the walls. The house looked a little woe-be-gone next to Peppito's house next door: a much larger and grander estate with stone pillars and a spacious wooden balcony. The inside of the girls' home was clean and freshly painted with bright colors. The simple cloth curtains waved hello as a warm breeze wafted through the open windows.

Chloe called out to the empty entrance hall. "Everyone, we have brought the Super Star back."

The sound of many approaching footsteps accompanied by the high shrill of girlish laughter seemed to come from all around. The rest of the little girls came out of their rooms and down the stairs to see the teenager in their midst. It was a bit of a special occasion. The only other person older than them that was usually in the house was Miss Clavel.

Nicole clapped her hands and addressed the crowd. "My friends, this is the Super Star, Jim. We must help him to win the love of his life."

Jim felt more than a little uncomfortable to be discussing this sort of thing with girls a good four or five years younger than him. He made another attempt to protest that he didn't need help, but it was lost amid Nicole's and the girls' growing enthusiasm.

"He helped us yesterday at the circus," continued Nicole, "so we must do our best to help him."

Several little hands grabbed at Jim's wrist and jacket, simultaneously pushing and pulling him up the stairs. After one more feeble protest, Jim gave up and let the girls lead him where they may. Where they led him was to a playroom with shelves of books along the wall and a large toy chest with a moat of used toys surrounding it. The air was a little cooler upstairs and several potted flowers sunbathed themselves on the window sills. The room reminded Jim of his own kindergarten classroom back in school.

The girls forced him into the center of the room and started looking at him closely. Jim felt like a new car on display.

A brown haired girl, Danielle, said, "He's pretty handsome for someone so old."

"Thanks," said Jim. "I left my cane at home."

"I don't think the problem is how he looks," said Chloe, thinking aloud. "The problem is probably in how he acts."

"He probably doesn't know how to act around women," said another girl.

They talked about Jim as if he wasn't there. That, and their comments, was starting to irritate him. "How would you know how I act around women? I happen to be very debonair."

"Really?" said Chloe. "All right then: What's the first thing you say to a women you meet?"

"Oh, this is one of my best lines," said Jim excitedly. He cleared his throat and assumed a cocky stance before saying, "Hey baby, if you were a booger, I'd pick you first."

"EWW!" cried all the girls at once.

"What? Too subtle?" asked Jim.

"Too gross!" cried Nicole. "Where did you learn that?"

"From my friend, Charlie, in third grade. He used that line to get Greta Spunkle to share her paste with him," said Jim. He looked down and saw all the girl's faces staring at him in disgrace and disgust. "What?" he asked, confused. "He was stud."

"Women do not want to be compared to boogers," explained Danielle, cringing at the thought. "They want romance, like in the movies. You have to be dashing and poetic."

"Hey, I can do poetry," said Jim. He cleared his throat again. "There once was a Toon from Nantucket, who…"

"STOP!" cried the girls. Nicole shook her head at Danielle and said, "This is going to be harder than we thought."

* * *

Jim knew he needed help...but I don't think this what he had in mind. I tguess he had little choice. As for Scarlet she seems to have to like Tony more then Jim currently. Read and Review


	5. The Catacombs

Welcome back! we last left Jim for edicate lessons, the others were still searching the Catacombs, with a reluctant Tom. Let's see how there doing.

* * *

**While Jim was being taught the finer points of romance from a bunch of ten year olds, Tony, Tom, and Scarlet were back in the catacombs, searching for Smithe and Max.**

The three teenagers crept through the underground tunnels of Paris as silently as possible. The weak beams from their lanterns made the shadows on the walls jump into frightening shapes. Arms of darkness threatened to reach out and strangle them.

Suddenly, Scarlet grabbed Tony's arm, stopping him. "Tony, there is that noise again." The Toon Master could hear it clearly too. It was the squeaking of rusty metal over a clicking sound. "There are restless spirits here," said Scarlet. "I can feel them."

"There may be spirits, but that noise isn't coming from them," said Tony. He pointed behind him at Tom, bringing up the rear. His hands were shaking so bad, his lantern had almost vibrated off the handle. His teeth were chattering and his eyes kept darting from side to side.

Tony tried to see if his friend was alright. "Tom?" he asked softly.

"WHAT?" Tom went nuts and started swinging his mace around wildly. Tony and Scarlet quickly backed away to avoid getting hit since Tom was aiming with his eyes closed. Deep gongs echoed through the chamber when the mace hit the stone walls, leaving long spider web cracks.

"Tom! Tom, knock it off!" shouted Tony.

Tom slowly came to his senses and stopped swinging. The tip of his mace hit the ground as he bent over. His breathing was hard and erratic. "Did I get 'em? Did I get 'em?" he demanded.

"Get who, darling?" asked Scarlet.

"The ghosts! Did I get 'em?"

Tony was growing concerned. "Tom, I've never seen you this scared before. You're never like this in battle against M.A.D."

Tom laughed nervously. "Those fights are just cut-throat, murderous robots created by a crazed, psychopathic tyrant. Down here, there are ghosts. They'll suck out our souls and play badminton with them."

"Oh, Tom, the spirits here not like that," coxed Scarlet. "I can sense their feelings. They are merely depressed about their own deaths."

"Let 'em write to Dear Abbey and get away from me," snapped Tom.

"Come on, Tom, pull yourself together," said Tony. "You are a Super Star, a hero. And the entire city of Paris is counting on you."

Tom seemed to gain confidence from Tony's words. "Yeah, your right. I am a hero. I have a job to do and I'm not going to let the people down." Tom threw out his chest and walked ahead of Tony and Scarlet with his head held high.

Tony took this opportunity to try and learn a little more about Scarlet. "So, can you really tell what ghosts are feeling?"

Scarlet dismissed the thought with a wave of her hand. "No. I say that only to calm Tom down. I have no power over the dead."

"Then how did you know there were restless spirits down here?"

"We are in a giant underground graveyard," said Scarlet. She spread her arms, inviting Tony to look around. "Where else would restless spirits go?"

"Good point," admitted Tony. "What about that magic you used yesterday; in the show and in the battle? That had to be real."

"Yes, some gypsy families have magic in their blood," said Scarlet. She cast her eyes downward and her voice was hard. "It is a rare gift; made all the rarer because of Dr. Claw."

"Esmeralda told us how Claw attacked your family," said Tony. Scarlet glared angrily at him and Tony fell silent. They walked for a few minutes with no sound but their footsteps and drips of water from the ceiling. Tony wanted to break the tention, but he couldn't think of anything else to talk about. So, he gave in to his curiosity. "What exactly happened to your family? If you don't mind me asking," he added hastily.

Scarlet looked like she did indeed mind his asking. Tony was sure that she wouldn't answer, but Scarlet took a deep breath and began to recount her story.

"Most gypsies, as I'm sure you're aware, are nomadic. We spend our lives travelling to different places, never really settling down. It is hard and dangerous way of life, but I've always liked it. We consider our home to be our caravan and our family is all the gypsies in that caravan."

"Although we do not call any one location home, there are certain rest areas – safe havens – on worlds that are known only to the gyspies, like the Court of Miracles in Paris. There used to be another such haven – Twisted Knoll – near the rain forests of Fern Gulley. Twisted Knoll was a small world hidden in the shadows of the rainforest worlds around it. Because it saw little sunlight, the forests on Twisted Knoll became petrified. Since it was devoid of useful resources, most Toons didn't even know it existed."

"Years ago, when I was only eight, my caravan stopped at Twisted Knoll for the night. Before dawn, Claw's soldiers attacked us. Their tanks crushed through the trees like matchsticks and their war ships burned our wagons and supplies. I remember the confusion and chaos. I thought surely the world was ending. Several gypsies ran into the forest to hide. My mother sent me with them; she told me that everything would be fine as long as I was safe. I left, but looked back to see laser flashes and heard the screams of my people."

"I run and run until I could see and hear nothing from the camp. Sometime later I heard footsteps picking their way through the woods. The agents were looking for survivors. I was terrified. The black faces of the M.A.D. agents look to me like the face of Grim Reaper come to take my soul. I was able to hide from them with my magic. Hours later, I returned the camp. I saw no agents, but I did find the bodies of my father and my mother. Everyone in the caravan was dead. I lay beside my parents and cried for I don't know how long."

Scarlet had to wipe the tears off her cheeks and take a calming breath before continuing. "Eventually another caravan stopped by and picked me up. I travel with them for a while and then joined the circus. Since then I've found out that M.A.D. has hunted down other families with magical blood at other gypsy havens. I don't know how he's been able to find them."

Tony felt tears running down his own cheeks. His voice cracked as he spoke. "Scarlet, I…I'm so sorry. You're whole family…"

"Perhaps not my whole family," corrected Scarlet. "I never did find the bodies of my two sisters after the attack. Some of our wagons were missing too. I think my sisters and maybe even some others from my caravan survived and escaped. I've been searching for them ever since."

"I hope you find them," Tony said softly.

The edge returned to Scarlet's voice. "In the meantime, I will have revenge on Dr. Claw and his armies."

Tony chose his next words carefully. "Scarlet, revenge is never a good idea."

Scarlet turned her rage on the Toon Master. "Not a good idea! They killed my parents! They have to pay!"

"But you're no match for them," Tony shouted right back. "If you try to fight them alone, you'll be killed too. How do you think you're parents would feel about that? And what about you're sisters? You'll never find them if you're dead."

Scarlet still looked furious, but Tony could tell that his words had a little effect on her. She turned away from his eyes and seemed to be thinking over what Tony said when they heard Tom shriek. He dropped his lantern and hid behind Tony.

Scarlet let out a short laugh. "You know, Tom dear, you scream like a girl."

"With good reason," said Tom in a high voice. "Look!" Tom pointed with his lantern. The small beam of light fell on a human skull on the floor of the catacombs. It stared back at the trio balefully. Its smiling jaw was open in a silent laugh.

Scarlet and Tony bent lower to examine the skull. "Whoa. Who do you think it was?" asked Tony

Tom answered frantically. "A grave robber? A treasure hunter? An insurance salesman? Who knows? Let's just go before we're next."

"No wait." Scarlet raised her lantern to shine the light further down the tunnel. "I think there are more skulls that way. Let's take a look."

The two teenagers followed the trail of skulls and Tom was forced to go too since he was still hiding behind Tony. The farther they went down the tunnel, the more skulls they found until they came upon two heaping piles of human bones that looked as if they had just been dropped there by dump trucks. The bones were on either side of two stone pillars which acted as a kind of gate to a large open area.

The three teenagers stepped carefully into the chamber. Torches set into the walls cast enough light to see the entire chamber pretty well. After taking a quick look around, Scarlet commented, "This does not look like any ancient burial ground I have seen."

She was right. A folding table in the middle of the chamber held a laptop computer surrounded by several empty test tubes. Some kind of large machine blinked and beeped off to one side. The entire chamber was lined with reflective steel shelves that held one liter brown bottles. Tony picked up one of the bottle and shook it; it was empty. He looked at the label, but couldn't understand any of it. It was written in English, but he didn't know what any of the words meant. There was one thing he did understand, however. Underneath the words was an emblem of a black cat's head: the M.A.D. insignia.

"Looks like we've found where Smithe and Max have been hiding," said Tony, handing the bottle to Tom.

Tom's brow scrunched up in concentration as he read the label. "These are the names of different chemicals – very poisonous chemicals."

"What about those?" asked Scarlet. She was pointed below the bottle shelf. "What are those?"

Tom and Tony looked and saw half dozen small circular objects on the lower shelf. Tony picked one up. It fit in the palm of his hand. It was made of metal; it was cold to his touch. The top and bottom parts of the device were flat with adhesive strips. Four tiny nozzles were sticking out around the round center, like compass points.

"What do you suppose that is for?" asked Scarlet.

"The same thing these are for, I guess," said Tony, indicating the empty bottles.

Tom was examining the machine in the corner. There were several small circular slots on the control panel; about the same size as the test tubes on the table. "This is a Spectro-Analyzer. It's used to determine the composition of different chemicals." Next, Tom sat down at the laptop and began typing. "Tony, Scarlet, come look at this."

Tony and Scarlet looked over Tom's shoulder at the computer screen. The number and equations they saw meant nothing to them, but Tom seemed pretty agitated. "These are formulas for creating a very potent, very deadly poisonous gas," he explained. "According to this, it's colorless and odorless. It looks like it was designed to disperse through the air and poison anyone within a range of at least five hundred miles."

"How is M.A.D. planning to release this gas?" asked Scarlet.

"My guess? With that," said Tom and pointed to the metal sphere in Tony's hand. Tony promptly dropped the device which clanged loudly on the floor. "Those things must be some kind of gas bomb," reasoned Tom. "A timer releases the gas through the nozzles when it goes off."

"Maybe we should be getting out of here then?" asked Scarlet. "What if they are set to go off soon?"

"I don't think even Smithe and Max are stupid enough to set off a bomb right in their own headquarters," said Tony. "Then again…no, I don't think they are."

"The bombs here are probably just empty extras that were left behind," said Tom. He pointed to the dark bottles on the shelves. "But, judging from the amount of chemicals here, M.A.D. was able make a lot of these bombs: two, maybe three hundred. Based on the chemical concentrations listed in these files, each bomb is capable of poisoning somewhere between five and six hundred thousand people."

Tony and Scarlet stood shocked for a moment before either of them could react to this news. "How could they have sneaked all this stuff past us, the city guards, and the orbiting sensors?" Tony was dumbfounded, especially considering how tight space travel security was these days. "I can understand us not detecting a small ship full of agents, but a ship big enough to hold all this equipment could never have snuck by the radar grid around this Sector."

"It probably didn't have too," said Scarlet. "You boys obviously don't know Paris very well. Phoebus and his guards may use swords and ride horses, but there are plenty of high-tech areas of the city too. I could name you at least a half dozen stores in town where anyone could buy these chemicals and machines."

"How dare Claw resort to everyday honest capitalism to enact his dastardly schemes," cried Tony furiously.

"It does seem kind of cheesy, doesn't it," said Tom. "I mean, he didn't even steal this equipment."

"I know," replied Tony. "Who ever heard of a villain buying what he wants?" He shook his head in disappointment before activating his wrist communicator. "We have to tell Penny and Mary what we found." A few seconds later, Penny's face appeared on Tony's watch as he and Tom explained where Smithe and Max had been hiding and what they had been doing.

Penny had not been happy to hear that Scarlet had accompanied Tony and Tom into the catacombs. "She could have gotten hurt. What if Smithe or Max had still been there? Plus, she's not the most level-headed person."

Scarlet grabbed Tony's wrist and pulled it towards her so she could look Penny in the face. "You do realize I'm in the room, yes?"

Tony yanked his arm back. He ignored Scarlet and addressed Penny. "Scarlet was in no danger. She helped us out and we'll talk about it later. Right now we have to find out where Smithe and Max took the gas bombs before they poison all of Paris."

Mary's disembodied voice came though the communicator. "I don't think Paris is actually Dr. Claw's target."

Penny turned to her left; presumably to face Mary. "What do you mean? His troops are here and he's set up a laboratory. Plus, his agents attacked us last night, remember?"

"Yes, Penny, I remember," said Mary with a little heat in her voice. "But think about it. After last night, Claw knows that we're here. He could have unleashed that poisonous gas anytime he wanted to. Not to mention the fact that last night's attack on the circus was pretty pathetic compared to other raids Claw has been behind. There were only a relative handful of agents and we beat them with no problem. Even if Claw wasn't expecting us to be in the city, no force of his has ever been that small. He hasn't tried to attack again since then. If Claw wants Paris, he's doing a poor job of taking it."

Penny had no choice but to agree with Mary's reasoned arguments, as did Tony, Tom, and even Scarlet. "If Claw doesn't want Paris, then why attack at all?" pondered Penny. There were several minutes of tense silence as the heroes tried to crack the code behind Claw's scheme before Tom finally spoke.

"I guess we'll just have to ask Claw what his plan is."

Everyone just laughed at Tom's naiveté. "And how are we supposed to do that?" asked Penny. "It's not like we can just call him up and ask him."

"Well, I know that," said Tom defensively. "He isn't home, but he'll be at the circus' final performance tonight."

Scarlet was infuriated at the very thought of her family's killer going to her circus. "What makes you think that?"

Tom pointed to the computer screen. "There's a copy of the circus brochure here on the computer." Tony and Scarlet stood behind Tom so they could see. Sure enough, an advertisement for Le Cirque de Magique Magnifique had been downloaded from the internet and now blazed across the screen.

"Nice to see Dr. Claw taking time out from unspeakable evil to enjoy an evening out," commented Tony.

"Well the joke is on him," said Scarlet. "Because of his attack, tonight's show has been cancelled. The circus leaves for London in two hours."

Penny gasped loudly, bringing Tony's attention back to his communicator. "Scarlet, where else is the circus travelling to?" she asked urgently.

The question surprised Scarlet, but she answered easily. "After two shows in London, we go to Berlin, Rome, Venice…"

"…Prague, Aspin, and an extended stay in Russia," Tom finished for her. "It's right here on the brochure." Tom clicked a few more keys and opened another file. "Wow, Claw must be a big fan. He's traced the entire route the circus train is taking." A three dimensional galaxy map had replaced the circus brochure on the computer screen. True to Tom's word, the exact route that Scarlet had described was clearly outlined. Beside each world was a list of times, coordinates, and other unfamiliar numbers.

Scarlet's apprehension was evolving into full-blown alarm. "Penny, why did you ask about the circus?"

Penny's face on the communicator turned grim. "The original reason we suspected Claw wanted control of Paris was so that he could use it as a base camp to attack the other, more heavily fortified worlds in this system. I think he's still doing that, but not so that he can control the system. He wants to use this system to set an example."

"An example of what?" demanded Scarlet.

"This star system is one of many that openly fight against Dr. Claw and M.A.D. Consider what would happen to the moral and courage of other defiant systems if several million people suddenly die with no explanation how and Claw claims credit. People will fear he has some new weapon that can cause mass destruction on any planet, even ones as well protected as these. World leaders will be falling over themselves, rushing to surrender to Claw and prevent the same kind of wide-spread death on their worlds."

"But if this poisonous gas is Claw's new weapon," reasoned Mary, "there's no way M.A.D. could spread it among the worlds without detection."

Tony had caught on to what Penny had reasoned out. "Unless the gas bombs were hidden away on ships that were already scheduled to visit the worlds Claw wanted to infect."

Scarlet slapped her hand to the sides of her face in horror. "The circus train!"

"Exactly," said Penny. "The attack last night was probably just a distraction to keep us and Pheobus busy so that other agents could hide those bombs on the wagon. Then, at preset times, the gas would be released and infect everyone who came to see the show."

"The gas has probably been altered slightly," added Mary, "so that the poison wouldn't take effect right away. That way, the circus performers wouldn't get sick and they'd be able to complete their tour." A few quick keystrokes were all Tom needed to verify Mary's theory.

"Tony, you and Tom meet us at the circus grounds," ordered Penny. "Mary and I will grab Pheobus on the way. We've got to find those bombs." Penny's face disappeared from Tony's communicator.

"Let's go, boys," said Scarlet. She was already marching out of the tomb. Tom was likewise hurrying towards the exit. He was just grateful to be getting out of there. Tony, however, stopped just a few feet outside the entrance to M.A.D.'s makeshift laboratory.

Scarlet and Tom noticed that Tony had stopped and called out to him.

"Tony, what are you waiting for? Let's go," said Tom. He was so eager to leave; he was bouncing on the balls of his feet.

"Just a second," said Tony. He turned to face the stone archway.

_"Human Torch!"_

With a burst of light, bright red and yellow flames erupted all over Tony's body. His skin, hair, and clothes became a mass of raging fire. Moss and lichen growing on the walls of the catacomb were incinerated into dust. A blanket of steam lifted from the trickles of water flowing across the floor by Tony's feet.

Tony focused a wide spray of fire through the archway. The heat caused the leftover chemicals to explode with such force that it seemed the entire city shook. The sound echoed endlessly through the tunnel; Scarlet and Tom were forced to cover their ears. Claw's computer, machines, and bomb shells melted into puddles of useless metal.

Once Tony was sure all of Claw's equipment had been destroyed, he cut off the Human Torch's power. The flames extinguished themselves and the tunnel became dark once more. The acidic smell of burst silicon and metal hung in the air.

Tony nonchalantly turned and walked away. "Okay, now we can go."

* * *

Well it looks as though Smith and Max are really trying to gas the compitition...ok really bad joke I know. I hope the stars didn't need anything in that lab. R&R.


	6. More Big Trouble at the Big Top

Last time our heros discovered that Dr. Claw was planing a an attack with this new gas bombs. Tony, Scarlet, and Tom headed back to meet the others but not before Tony torched the villains hide out...literally. Mean while Jim was getting edicate advice from Madeline's friends. Let's see how there doing. Lights...Camera...Action!

* * *

Back at the old house covered with vines, all the little girls were waiting in the large bedroom they all shared. Two rows of neatly made beds stood along the walls. All the girls were sitting on the front two beds. Many were bouncing up and down in excitement or swinging their legs in impatience, but all of them had their eyes trained on the closed door of their closet.

"Come on, Jim, hurry up," called out Danielle.

The Super Star's voice came out, slightly muffled, from behind the closet door. "I'd still like to know where you girls got all these clothes from."

"Never mind that; just come out so we can have a look at you."

The door creaked open and Jim slowly slid out from behind it. He was wearing a black leather shirt with black leather pants and a black leather jacket and matching black leather boots. All of it was much too small for him and Jim had to pull and yank at the clothes so that he had enough room to take a breath.

Nicole and Danielle looked at Jim with quizzical faces. They weren't really sure what to think about his outfit.

"Monique, are you sure this is right?" asked Nicole.

A dark skinned and curly haired girl on the end of the bed sighed dreamily before answering. "Absolutely. All girls want a tough, rebel who doesn't follow the rules. Scarlet will love him in those clothes."

Somehow, Jim seriously doubted that. At first, the girls had focused on trying to change Jim's personality, but he couldn't help treating everything as a joke, which quickly irritated the girls. Next, they tried improving Jim's manners by setting up a pretend dinner party and teaching him a bunch of flowery language like 'How perfectly wonderful to make your acquaintance' and 'You look simply enchanting this evening'. This also did not work. Jim didn't know why anyone would need twelve forks for a three course meal and he thought all that fancy talk was just a waste of time when a simple 'Hey, how ya doin' worked just as well and was a lot faster.

So finally, with few options left, the girls decided that in order to make the man, they had to change the clothes. Now this was something Jim could get behind, however, the problem this time was the little girls. Each one had a different idea of what clothes Jim should wear and therefore what kind of figure he should personify. Jim had already tried on a tuxedo complete with top hat and tails because Danielle thought ballroom dancing was the most romantic thing in the world. Chloe loved to watch old westerns and she had come up with a cowboy costume. Nicole had a huge crush on several rock stars so she had Jim try on a shirt and jeans with several ragged holes in them and even found a bright purple wig.

The girls were supposed to be teaching Jim how to win Scarlet's heart, but the only thing he had learned so far was that women didn't know what they wanted anymore than men knew what women wanted.

"Girls. Girls!" Jim was forced to raise his voice. The girls had begun to argue among themselves about Jim's current outfit and who should pick the next one, but Jim had had enough. "I appreciate everything you've done for me, but it's just not working out. All you've been doing all day is try to turn me into someone I'm not. If I'm going to get Scarlet to notice me, I'm going to have to be myself."

"But being yourself wasn't working for you before," Nicole pointed out.

Jim had to reluctantly agree that was true. He thought about it for a second before replying, "Well, maybe if I stop trying to impress her and just treat her like a friend first, that might help."

The little girls all agreed that it was a very good idea. "I guess we should have listened to Madeline," said Chloe. "That's what she said Jim should do in the first place."

"That Madeline's a smart girl," said Jim, smiling. Then he frowned and said, "Hey, wait a minute. Where is Madeline?" Jim hadn't noticed until that moment, but spunky little Madeline was not among the group of girls. A quick headcount revealed that only eleven of the twelve girls were present. "Why isn't Madeline here with you?"

All the girls immediately looked at each other with unquestionably guilty faces. Jim realized that something was going on and the girls knew about it. "Well, where is she?"

The girls all looked to Nicole who said in a small and unconvincing voice, "We don't know."

"Really?" said Jim. He pretended like he believed them and just shrugged his shoulders like it was no big deal. "Well, I guess I'll have to go ask Miss Clavel if she knows where Madeline is."

"NO!" All the girls shouted at once. Jim turned back to look at them with a triumphant grin and the girls knew they had been cornered. They had to tell him.

As Jim waited, Nicole slid off the bed, looking like she was headed towards the gallows. As she spoke, Jim's smile vanished and he grew more and more concerned.

"Madeline wanted to help stop those M.A.D. agents before they attacked again and hurt someone. Madeline said she thought she knew where the agents were hiding, so she took Pepito with her so they could find the agents and tell you where they were."

"You let her go after Smithe and Max?" shouted Jim. "Those two are incredibly dangerous and Madeline and Pepito are just kids – kids with no super powers. Where did they go?"

"We promised Madeline we wouldn't tell anyone. She promised that she'd be okay." It was more of a question, a plea to Jim that Madeline would indeed return safely.

Jim knelt down to look all the girls in the face and spoke as calmly as he could. "Girls, I know Madeline is a tough little girl, but if Smithe and Max find her or Pepito, they will get hurt or worse. You have to tell me where they are."

Nicole looked over her shoulder briefly at the terrified faces of the other girls before biting her lip and answering.

Tony, Tom, and Scarlet arrived at the circus grounds to find everyone there rushing frantically about with panicked expressions on their faces. It looked like a second battle had been fought there. The pile of broken and burned material that Jim had seen that morning was scattered in a wide radius. Wagons had been ransacked; their owner's possessions thrown carelessly on the ground.

When she saw that, Scarlet growled and said, "If I find my just-dry cleaned wardrobe on the ground, someone is going to pay."

The three teenagers continued until they found Penny and Mary standing with Captain Phoebus, all in deep conversation with grim faces. Tony had to tap Penny on the shoulder to get her attention.

Penny shot a hard look at Scarlet and started to say something, but decided to forget it and addressed Tony and Tom instead. "It's about time you boys got here."

"Have you found all the gas bombs yet?" asked Tom.

"It's impossible to tell," answered Phoebus. "We have no idea how many of these devises there are."

"This is all we've managed to find," said Mary. She pointed at a very small pile of perhaps eight of the spherical gas bombs. They looked exactly like the ones in the catacombs, but these were filled with toxic chemicals. That thought alone gave Tony the chills. He had to stop himself from taking a step away from the bombs.

"There must be many more than just these few bombs here," said Scarlet.

"Obviously," said Phoebus. "But this is all we've been able to find by searching the grounds."

Mary looked out and the circus performers and city guards crawling all over the grounds, lifting up every tent flap, rock, and plank of wood. "It'll take hours to make sure we get them all this way. If only we had a way to detect the bombs."

"I could track the chemical signature of the gas with my spectrometer," said Tom as be pulled a small blue device out of his pocket. "I just need a sample of the gas."

"You can lead us to the hideout you found in the catacombs and we can get a sample there."

"Ah, no, no," said Tony loudly. "We can't do that. The hideout…kind of blew up." Tony cringed as Penny, Mary, and Phoebus looked his way and Tom and Scarlet averted their eyes. "The…electrical wiring was faulty. Really old, probably didn't even have a permit. Let's just get a sample from one of the bombs you've already found."

Penny shook her head. "Too risky. If Tom's right, the gas in those bombs is super concentrated. If even a little bit gets out, it could kill an untold number of people."

"Yeah, like us," gulped Tom.

"I think I may be able to help," said Scarlet.

"How exactly?" asked Penny, a note of suspicion in her voice.

"These bombs were made by M.A.D. agents, yes?" asked Scarlet. The question was rhetorical; nonetheless, Scarlet waited for an answer.

"Yes, they were," said Mary.

"Mad agents are pure evil, even the robots," said Scarlet. "That much evil just oozes out of a person and leaves a trace on anything that person touches. I can use my magic to trace that evil and find the bombs quickly."

"You can't be serious," scoffed Phoebus. "We could have mere minutes before these bombs go off and you want to search for them by wiggling your fingers and saying a few magic words?"

"You doubt my magic, Captain?" asked Scarlet heatedly.

"I saw your magic last night," said Phoebus. "It was a good show, but we don't have time to let a stage performer take the lead in this search."

"Do we have time to let a Toon Master lead the search?" asked Tony.

Phoebus looked at Tony quizzically. "What do you mean?"

"I believe in Scarlet's ability. I trust her and I think she can help us," said Tony, drawing surprised looks from both Penny and Scarlet. "But if it makes you feel better, Captain Phoebus, I can use my powers to speed up the search even more."

"You're going to use magic too?" asked Phoebus, still not convinced that such a thing was possible.

"I don't have as much knowledge about magic as Scarlet does," explained Tony, "but I think there is another Toon power I can use." Tony looked around at everyone assembled. "Does anyone have a picture or photo of the moon?"

"There is a crescent moon painted on side of my wagon," offered Scarlet.

"Great! Let's go. And Tom, grab one of those bombs." Letting Scarlet take the lead, the group headed further into the grounds towards the young gypsy's private wagon, all the while wondering what Tony had in mind. He wouldn't say when questioned.

Half a minute later, Tony was gazing at Scarlet's wagon which did indeed have a yellow crescent moon hanging just above her own portrait.

"Okay Tony, now what?" demanded Penny.

Instead of answering, Tony drew the Toon Sword, closed his eyes and concentrated.

"_Fangface!_"

The Toon Sword glowed brightly for just a second and then dimmed and became inert once more. Tony sheathed it, but it didn't look to anyone else like the sword had worked. In truth, Tony didn't even feel any rush of energy, power or sensations as usually happened when he tapped into Toon powers.

"Nothing happened," observed Tom.

"Not yet," said Tony, "but watch." Taking a deep breath, Tony fixed his eyes on the painted moon. Immediately, everything else seemed to melt away; the moon filled his vision and a mental image of the moon filled his head. It was all Tony could think about. His entire body stiffed and now Tony could feel the energy surging through him. The Toon Master could feel his body moving on its own, spinning around on the spot, faster and faster until he was small golden tornado. As he was spinning, Tony felt something, like goose bumps, crawling across his skin. His limbs were thickening and his teeth were lengthening.

The Super Stars, Scarlet, and Phoebus backed away from him. They weren't sure what was happening, but they knew that Tony had intended it to happen.

All at once, Tony stopped spinning; the transformation was complete. He was now covered from head to toe in light brown fur. His hands and feet were powerful paws with sharp white claws. His nose had pushed out into a snout and his teeth were filed to points including one large buck-toothed fang. Tony could feel that part of his brain had turned savage, like a wild animal was trapped inside his head. A hungry wild animal, too; Tony had to concentrate to stop thinking about food. He reared back his head and howled so loudly everyone on the grounds paused at the sound.

"A werewolf," said Phoebus dispassionately. "That's you're big guarantee."

When Tony answered, his voice was deeper and more savage than usual. "A wolf has an extraordinary sense of smell. I learned that in Biology class."

"Really?" asked Mary.

Tony shrugged. "Biology class, discovery channel – same thing. The point is I'll be able to find the bombs with my super-powered shnoz." Tony tapped the large, round nose at the end of his snout.

"How are you going to do that?" asked Penny. "Metal doesn't have a scent and we already determined that it's too dangerous to let even the smallest amount of the gas out."

"I know," said Tony. He grabbed the small gas bomb Tom was holding and tossed it into the air as he talked. The Super Stars nervously kept their eyes on the bomb as they listened. "The bomb itself might not have a scent, but Smithe and Max do. Probably Smithe more than Max. He doesn't strike me as the type that bathes regularly." Tony casually sniffed at the bomb and immediately thrust it away to arm's length. "Eeww! I was right. Smithe and Max were down in the catacombs developing these things. They must have touched, or at least been near, most of them. By following their scent, I can find the bombs." Tony took another sniff to make sure he'd be able to remember it.

"Not bad, darling, not bad at all," said Scarlet. She held out her hand. "And now, if you are done playing with the ball, Fido, I will take it." Tony handed the bomb over and Scarlet pressed both hands to it. Her forehead creased with intense concentration. A deep red, sparkling glow enveloped her hands and the bomb. After a minute, Scarlet seemed satisfied and handed the bomb back to Tom. Her hands were still glowing read. "I've managed to isolate the evil on the bomb. I'm sensing at least a dozen hidden in just the immediate area."

"Alright, if we're going to do this, let's be organized," said Phoebus, taking charge of the situation. "Tony and Scarlet will search opposite sides of the grounds and then switch sides to make sure the other didn't miss anything."

"I'll get started diffusing the bombs and any others we find," offered Tom.

"Good," agreed Phoebus. "Penny, Quasimodo, you accompany Tony. Mary and I will go with Scarlet." The teenagers and the hunchback all nodded once before heading off. Scarlet paused and looked at Phoebus.

"After all this time, Captain, you still do not trust the gypsies?"

"I trust the gypsies," said Phoebus. "It's you I'm not so sure about."

Scarlet turned away and shrugged with one shoulder. "Well, at least you are not racist."

The two teams split off, working methodically up one line of wagons and down another. Tony was on all fours, smelling every nook and cranny and working hard to distinguish the scent of the M.A.D. generals from the other hundreds of scents filling his nose. Scarlet used her magic and mental abilities to form glittering pathways to the places where the bombs had been hidden. It soon became apparent that Dr. Claw had bought quite a lot of the toxic chemicals – must have been on sale. Every time a bomb was found, one of the others would run it to the ever-growing pile where Tom sat diffusing the bombs as fast as possible. Even with both super-powered teenagers searching, it was an hour before the Stars could be sure all the bombs were found.

"345…346…347. That has to be all of them," said Tom, flopping down on the ground in exhaustion. Tony and Scarlet joined him. Tony's tongue was rolled out of his mouth and he was panting rapidly.

"You're absolutely sure that's all the bombs," asked Phoebus of all three teenagers.

"I've been up and down the grounds twice," said Tony. "Neither Smithe or Max's scent are anywhere to be found."

Scarlet tiredly agreed. "I can detect no more evil on the campgrounds, Captain."

"I've disconnected all the timer mechanisms," said Tom, weakly indicating the large pile of bombs next to him. "And I've already called Toon Town for a Decontamination Squad to come a pick the bombs up so we can dispose of them safely."

Phoebus let loose a great sigh of relief and patted Quasimodo on the back. "Then it looks like the danger to Paris has past."

Unfortunately, Penny had to burst their happy bubble. "Only the immediate danger of the bombs has past. We have to assume Smithe and Max are still hiding on the planet."

"But where are they?" asked Tom. "We looked all over the city and the…shutter…catacombs and we didn't find them. There's nowhere else to look."

"Wait," said Quasimodo. "There is a small mountain range just outside the city. You can barely see it from the top of Notre Dame. The M.A.D. agents could be hiding there."

"In the mountains?" Tony remembered that Dr. Claw's Castle, the headquarters of the M.A.D. organization, was perched on a mountain top. "I guess it would remind them of home."

"You think they've got another castle in those mountains?" asked Tom. "Kind of like a vacation home?"

"Definitely not," said Phoebus. "Someone would be sure to notice. It's far more likely they are hiding at the base of the mountains. I remember exploring that area as a child. There are several caves large enough for my entire regiment to hide in."

Penny smacked her hand with her fist. "Then that must be the place. Captain Phoebus and the Super Stars will go to these mountains and find Smithe and Max."

"I want to go too," said Quasimodo, stepping forward. Phoebus gave Quasi a look of concern, but the hunchback of Notre Dame ignored it.

Penny was hesitant too, but she nodded her acceptance. Quasimodo had done much to protect Paris in the past. "Scarlet, you better stay here and…Scarlet?" Penny looked around, but the young gypsy was nowhere in sight. She had disappeared from the grounds seemingly without a trace.

"Where is she?" asked Tony.

"She must have headed for the mountains as soon as we determined that's where M.A.D. was," said Penny angrily.

A dull clank ran through the air as Phoebus pounded the side of his armor in frustration. "I knew we shouldn't have trusted her. If that little hothead goes up against those agents, she's going to get herself killed."

"We'll just have to get to the mountains as fast as possible and hope we find M.A.D. before Scarlet does," said Penny in a rush. "Phoebus, you go on ahead while we contact Jim and…" Penny was interrupted as the Stars' wrist communicators started beeping with an incoming transmission.

Tony answered the call first and Jim's face appeared on the communicator screen. Jim started to speak, but then stopped and blinked in surprise. "Yo Tony, did you forget to shave this morning?"

Tony felt the course fur on his cheek and realized he was still tapped into Fangface's power. Before he could explain, Penny cut in. "Jim, where have you been all day?"

"Never mind that now," said Jim. His head kept bouncing up and down on the screen and he sounded out of breath. Penny could hear the faint sound of rapid footsteps on pavement. "Listen, I figure Smithe, Max and the other agents have to be hiding outside the city since we searched everywhere inside Paris and didn't find them."

"Brilliant deduction, Sherlock," sneered Penny. "We already know that."

Jim continued unfazed. "There's a mountain range outside of Paris with caves big enough to hide in. I bet that's where M.A.D. is."

"We know that too, Jim," said Mary, more gently than Penny.

"Well, did you know that Madeline and Pepito have gone out to those caves to try and find Smithe and Max themselves?"

"Nope, didn't know that," said Tony blandly. Everyone gasped in horror at the realization of the danger the two children had put themselves in. Phoebus shouted for his white horse, Achilles. He leapt into the saddle, pulling Quasimodo along with him and raced out of the city, shouting orders to his men.

"Come on, guys, let's go!" shouted Tony. He and Mary followed Phoebus at full speed out of the city while Penny and Tom organized a few guards to keep watch over the disarmed bombs.

"Come on, Tom," said Penny once the guards were in place. "We have to go rescue those three children."

Tom starched his head in confusion. "I thought just Madeline and Pepitto had gone to the mountains."

"I was including Scarlet," said Penny harshly.

Tom scowled. "Why don't you like her? She's nice enough and she was only trying to help."

"She's trying to help because she wants revenge on Dr. Claw and M.A.D.," said Penny. "She's making bad decisions and fighting for the wrong reasons. Jumping headfirst into battle like she's done is going to get her and possibly us killed."

"Yeah, I see your point," said Tom. "I certainly wouldn't want someone fighting beside me who only wants revenge against an evil villain for killing their loved ones and destroying their family."

Penny averted her eyes and stared at the ground as she felt her cheeks glow red. Guilt and shame boiled in her stomach as Penny recalled her original reasons for wanting to be a Super Star. Claw had destroyed her family and now she was lashing out at someone who felt the exact same way she did.

"Tom," said Penny in a much more subdued voice. "Sometimes you can be incredibly wise." Still too ashamed to look Tom in the eye, Penny ran toward the city gates.

Tom stood in the circus grounds scratching his head again. "What'd I say?"

* * *

Well it would seem that Penny has more in common wiht Scalet then she thought, Will our heros make it in time? Will Madeline be safe? Stay tuned to find out. R&R Please.


	7. Taste of Revenge

In out last chapter the Stars (minous Jim), Scarlet, Captain Phoebus, Quasimodo, and the whole circuis crew search all over the circuis grounds for the bombs, They found them all and deactivated them. But their troubles didn't stop there, a call from Jim alerted the team that Madelin and Pepitto had gone looking for Max and Smith. In a rush to make planes Scarlet slipped out to get her revenge on Claw, Will she sucssed or will the Stars Get their first? LEts Find out, Ready...GO!

* * *

The mountains of Paris were short, as far as mountain ranges go, with only a light dusting of snow covering the highest peaks. The rock itself was light brown with veins of an even lighter tan color running through it like blood vessels. The caves were not well formed or sturdy; old, badly-funded mining projects that had proven too unprofitable to continue.

The largest of these caves was just outside the view of the city walls and now the temporary home of Smithe, Max, and the remains of their small array of robotic agents. The cave was almost entirely cleared of equipment, robot parts, and any other evidence that M.A.D. had ever been there in the first place. The robots were packing everything into the cruiser shuttle parked outside.

"You know," said Max, "I'm going to miss this place. I wish we could stay for just one more day."

"Max, it's a cave, not a summer cottage," said Smithe exasperatedly. "It's cold, it's dark, the ceiling is ready to give way any minute, and every morning we woke up in a pile of bat droppings."

"Yeah, but that damp air was doing wonders for my sinuses," said Max. Smithe just sighed, rolled his eyes, and turned towards the ship.

Something struck Smithe hard against his iron breastplate, throwing him backwards into the mouth of the cave. Before Max had time to react, a force hit him in the back, pushing him down onto the floor next to Smithe. They both looked to the cave entrance to see Scarlet standing there, her beautiful visage scarred with fury and hatred.

"Well, look who it is," said Smithe. "The little orphan gypsy."

Scarlet didn't bother to answer. Instead, she threw up her hands, summoning all the power she could, and conjured a transparent pink wall at the cave mouth. Max sprang up and started to pound away at the door with his Elemental Lance. All the robotic agents were trapped inside the cave too. They blasted away at the wall with their lasers. The wall did not give or weaken, but the strain of keeping it up was showing on Scarlet's face. Her body was ridged as she poured all her emotion into the force field.

Max took a couple a swings at the force field with his Battle Axe, but it was just as ineffective; for the moment at least. The added force fighting against her power caused Scarlet to let out a feeble moan. She almost dropped to her knees, but recovered herself.

Smithe noticed her weakening condition. "You cannot hold us for long. We'll be out of here in one minute, tops, and then we'll teach you what happens to those who defy M.A.D."

Smithe spoke in a calm and controlled voice, but Scarlet's reply was overflowing with rage. "One minute is more than enough time." She drew something out of her pocket and lightly tossed it into the air. It passed through her force field and landed with a dull thunk on the cave floor. Only then could Smithe and Max see what it was: one of their own gas bombs.

Max started shouting hysterically. "It's a bomb. It's a gas bomb. It's a gas bomb that we built. We're gonna be killed by the fruits of our own hands." In a much calmer tone, he said, "You know, this would be a great plot for Shakespeare."

"It's been done," Smithe muttered to Max. To Scarlet, he said, "So, planning to extract a little revenge are we?"

"Yes," said Scarlet. Her chest heaved with emotion and tears threatened to spill down her cheeks. "You took my loved ones from me and I will never forgive you for that. I magically fixed the timer on that gas bomb. In thirty seconds, the two of you will pay the ultimate price for what you did to my family."

"And would that price include them?" Smithe turned a motioned to two of the Big Rigs standing at the back of the cave. They came forward into the light until Scarlet realized in shock that the agents were holding Madeline and Pepitto. The two children were shouting and squirming with all their might, but the thick metal arms of the agents held them fast.

"We found these two kids nosing around just before you got here," explained Smithe with an evil grin. "I think they were looking for us; must be the French branch of the Scooby Doo fan club."

"If you take your revenge now, they'll go with us," said Max happily.

For a brief moment, Scarlet didn't know what to do. Her hatred for Dr. Claw and her urge to hurt these two representatives of that evil was overpowering the side of her that desperately did not want those children to be harmed. Madeline and Pepitto continued to struggle to no avail. Scarlet could hear them crying for help. Seeing their eyes so filled with fear – especially Madeline, such a brave girl – burned away any doubt she had. With another wave of her hands, the force field trapping the MAD agents dissolved and the magical timer on the gas bomb stopped.

As soon as he was free, Smithe rushed at Scarlet and slammed his fist into her stomach. Scarlet felt like the fist had ripped straight through her. Smithe tossed her into the cave. Scarlet landed on the floor gasping for breath and gritting in pain. The agents released the children who ran to Scarlet, asking if she was alright. The agents paid no more attention to any of them and followed Smithe and Max out of the cave.

"We probably should get rid of them, huh?" suggested Max.

"Good idea," said Smithe. "You take care of it."

Max drew his Elemental Lance and set it to its 'Earth' setting. The steel shaft of the lance crunched and popped as it mutated into solid stone. Max plunged the lance into the ground and set loose a surge of energy that ran through the cave walls and up to the ceiling. The pressure as too much for the old support beams. They cracked and groaned and finally gave way, showering Scarlet and the children in sand and gravel.

Scarlet was recovering from Smithe's punch slowly; she could not stand up yet.

"Quickly Pepitto! Help me!" shouted Madeline. Together, the two kids grabbed Scarlet by the arms and tried to force her up, but she was too heavy.

"Madeline, we have to get Miss Scarlet out of here or we'll be crushed!" said Pepitto. Instead of trying to lift Scarlet, he pulled at her arms, trying to drag her out of the cave. Madeline followed his lead, but it was obvious they we're not going to make it. More dust and larger rocks were falling around them like rain. The rock walls made a deep moan, like a wounded animal.

"Kids," Scarlet's voice was rough and she had to gulf some air before continuing. "Kids, forget about me a get out of here."

"No!" said Madeline. Her little face was set in a frown of determination. "We will not leave you here."

Scarlet was equally determined. "Just go!" The argument was settled by Smithe who drew his Blaster Axe and used its laser to draw a line of fire along the length of the cave mouth. The flames leapt up high, licking the stone roof.

"Bye, bye," said Smithe. "It's been nice working with you." He joined the other agents heading back to their ship.

Now there was no way for any of them to leave the cave. Scarlet might be able to use what little power she had left to protect the three of them from the fire, but before she could summon her magic, the loudest crack of all sounded right above their heads. They looked up to see a huge boulder fall loose from the ceiling straight for them. Madeline and Pepitto ducked their heads and huddled close to Scarlet. The gypsy spread her arms protectively around the children and also bowed her head. They waited for the crushing force of the boulder to squash them flat, but it never came. After several seconds, Scarlet carefully lifted her head and gasped.

Jim, in his transformed state, was standing above her. His green staff was in his hands, held vertically so that it was holding the boulder in place above all of them.

"So, do you come here often?" asked Jim in a slightly strained voice.

Scarlet answered in a startled whisper. "Jim?" The children looked out over Scarlet's arms and saw the young hero. "What are you doing here?"

Jim's arms were shaking with the strain of holding back the crushing load, but he managed to sound casual as he answered. "Well, I was out splunking when I saw you three in trouble and I thought: What the heck. I might as well save some lives while I'm out. Now, this…" he nodded his head towards his staff, "…was really the extent of my plan so I'm open to suggestions for step two."

In a strong voice, Scarlet said, "I think I have enough strength left for protect us from that fire." She pointed at the roaring blaze blocking the entrance. "We'll have to run through it quick."

"Sounds good," grunted Jim as he dropped to one knee. "Let's do it."

At Scarlet's instruction, Pepitto grabbed Madeline's hand and Madeline grasped Scarlet's hand. Scarlet hooked her free hand around Jim's elbow. Once everyone was connected, Scarlet dug deep and summoned her magic. A deep red aura surrounded the gypsy and spread down her arms to Jim, Madeline, and then Pepitto.

"Let's go!" shouted Scarlet. All four of them sprinted towards the fiery entrance. Jim was forced to release the power in his staff, so the boulder resumed its fall as the rest of the ceiling continued to collapse around them. Pepitto slipped on a rock on the ground and lost contact with Madeline and the protective spell. The red glow faded from his skin. Scarlet and Madeline looked back in horror, but without hesitation Jim reached out and hoisted Pepitto up by the waist. A few more steps and the foursome were out of the cave. The children collapsed on the ground in exhaustion as the teenagers threw themselves on top, protecting the kids from the shrapnel of the cave-in. A final crash and a cloud of dust and everything was still.

Jim and Scarlet looked back at the cave to see the entrance was completely blocked. They looked at each other and smiled in relief that they were safe.

Click-click.

Everyone looked at the sound. Smithe was standing above them, the barrel of his Blaster Axe pointed directly in Jim's face. Max had the others covered with his Element Lance which was ablaze with orange flames. A circle of Big Rigs had surrounded them; their arm-mounted laser cannons at point blank range.

"I thought you left," said Jim.

"We were going to," said Max, "But we saw you jump into the cave to save the girl and her kids. I bet Dr. Claw would give us a huge bonus if we brought him back a Super Star alive."

Smithe caulked his Axe. "Or dead."

"Let's go with alive," said Jim quickly. "That works better for me."

"Don't you touch him," said Scarlet. She tried to get up, but the agents all trained their weapons on her and she backed down, but not without throwing them all a dirty look.

"Don't worry," said Smithe to Scarlet. "You're not going to M.A.D. Mountain with us. You're no good to Dr. Claw alive." Smithe and Max were getting ready to fire their weapons and when they did, all the agents would start shooting as well. Jim pushed himself in front of Scarlet, Madeline and Pepitto, determined to give them some protection, even it if was futile.

"_Static Shock_!"

Bolts of violet lightning ripped through the air and engulfed all the agents. Smithe and Max looked around is surprise. While they were distracted, a shuriken and spiked ball flew through the air and knocked the weapons out of the generals' hands. They turned around and saw Tony, Penny, Mary, and Tom standing behind them, all transformed and in battle stances. Quasimodo was also there along with Captain Phoebus and at least fifty guards with drawn swords.

"Shoot them, you fools!" Max shouted at the agents. The agents could not obey his orders. They had been paralyzed by the lightning pouring out of Tony's hands.

"I realize this must be a SHOCKING development for you, Smithe," laughed Tony. At his silent command, the robotic agents rose up off the ground. Tony waved his hands and using the hero, Static's, electric powers, magnetically attached all the agents to the outside of the M.A.D. spaceship.

Max turned to Smithe. "We're not getting a bonus, are we?"

"We'll be lucky if we don't get an execution," spat back Smithe.

Phoebus pointed his own sword at the evil duo. "You two are under arrest."

"Guess again, Captain," said Smithe. Max pressed a button on his belt and a blue beam shot from their ship and drew them inside before the guards or the Super Stars could capture them. The ship took off and sped off for deep space with the agents still clinging to the outside.

"Now they were very, very bad hats," said Madeline while Pepitto nodded in agreement.

"Blast it! They got away," stated Phoebus angrily. He roughly forced his sword back into its scabbard.

"True," said Tony. "But at least we stopped their scheme. Everyone in Paris and the surrounding worlds is safe." That brought a smile of agreement to Phoebus' lips.

Jim was finally able to get up off the ground. After helping Madeline and Pepitto up, Jim extended his hand to Scarlet. The young girl looked at his hand for a second before taking it and pushing herself up. She swayed a bit since she was still tired form all the magic and excitement, but managed to stay on her feet.

"That you for saving the kids…and me," said Scarlet in a small voice.

"It was my absolute pleasure," said Jim. He noticed that Scarlet was staring at the ground and looked pretty sad. "You don't seem very happy about being saved though."

"No, I am. I am," reassured Scarlet. "It's just…I was so close to getting revenge for my family, but in the end I failed."

"You didn't fail." Scarlet looked up and saw Tony leading the others over to where Jim and Scarlet were standing. "You saved Madeline and Pepitto."

"Plus, you prevented Dr. Claw from hurting thousands of people," said Mary. She placed a hand gently on Scarlet's shoulder. "That doesn't sound like failure to me."

"Or me," said Phoebus. "I will admit; I had my doubts about your ethics, Scarlet, but when the time came, you did the right thing."

Scarlet welcomed their praise, but just couldn't seem to feel good about it. She was having trouble explained her feelings to all of them. "I still feel so angry and hurt. You don't understand."

"I do," said Penny. She placed her hands on Scarlet's shoulders and spoke in a sympathetic way. "I know the pain and hatred that you're feeling right now. Dr. Claw also destroyed my family and for the longest time all I could think about was how to get back at him; how to make him pay. Those feelings were threatening to overwhelm me and turn me into a bitter and angry person. I was ready to do whatever it takes and hurt whoever I had to to destroy Claw."

Scarlet looked at Penny with tears in her eyes. "But you don't feel that way anymore?" she asked in a soft voice, almost begging for it to be true.

"I won't lie to you and tell you the pain will go away," said Penny. "It will always be with you, but there are ways you can lessen the burden. It isn't easy; I'm still struggling myself. One of the things that help is to realize that there are still people that care about you. My parents and my friends; it took me a long time to see that."

"You said that your sisters may have survived," said Tom tentatively. "I'm sure they're looking for you and are worried about you."

"And you called the circus your family, don't forget," Mary reminded her.

"And you have us," added Tony. He spread his arms indicating Penny, Jim, Mary, Tom, and himself.

"You?" Scarlet was surprised that Tony would extent the hand of friendship to her.

"Of course," said Tony. "We try to make new friends wherever we go. If you ever need help, you can count on us."

Scarlet was truly touched. "Thank you. All of you." She looked at each of them and saw a warm smile, even from Phoebus and Quasimodo. "Well, I suppose I should get back to the circus and pack up. We'll be leaving soon." Jim was crestfallen as Scarlet slowly headed back to the circus camp grounds.

"You know, Tony," said Penny in a voice loud enough for Scarlet to hear. "I don't know if we ever mentioned this before, but there are traditionally five people on the Super Stars team."

"Huh?" Penny gave Tony a hard look and he got what she was trying to say. "I mean; Oh really, it that so?" He imitated her loud tone.

"Yes," she said. "We just have never found anyone to fill the position. But, maybe we can start taking applications." She looked over at Scarlet, who had stopped and turned around at the conversation.

Jim noticed Penny looking at Scarlet and also realized what she was saying. He grabbed Penny and shook her excitedly. "Oh, yes, yes. Please can we be taking applications?"

"How about it, Scarlet?" asked Tony.

Scarlet was stunned. "You want me to be a Super Star?"

"Yes, we do. We do! Right?" Jim looked askance at the others.

"You may be a hothead, but you have many heroic qualities," observed Mary.

"I bet Mike at ACME Labs can help you find your sisters," suggested Tom.

"I think with a little training and _discipline_, you'd make a great addition to the team," said Penny.

"You'd still be getting revenge on Claw by helping us stop his invasion," reasoned Tony. "And who knows, you might eventually get a crack at him yourself."

Scarlet's eyes sparkled at her new friends and the knowledge that they were putting their trust in her. Still, she pretended to be hesitant. "Well, I'd hate to abandon the circus, but I have always wanted to see Toon Town. Working closely with the Toon Master would be nice too." She eyed Tony as he shifted in embarrassment. "Very well, I accept your offer to be Super Star."

**"YES!"**

Jim realized he had jumped into the air and shouted when he saw everyone staring at him. He cleared his throat, walked over to Scarlet and politely shook her hand. "I mean, welcome to the team."

Before the Super Stars left Paris, Scarlet had to visit the circus camp grounds one final time. Everything had finally been packed into the wagons, albeit in a haphazard fashion. Tarps were loosely fitted over the wagon roofs and tent poles stuck partially out of windows, but no one seemed to care. After all that had happen, the circus folk were just anxious to leave. However, they lingered over saying goodbye to one of their own.

The portly ringmaster grasped both of Scarlet's hands with his own. He spoke in a gruff, but gentle voice. "I wish you would reconsider, Scarlet."

"Thank you, sir, but I have to go," said Scarlet. The offer to stay was tempting, but Scarlet always held firm to her decisions. "I've spent all this time brooding about revenge and now the Super Stars are offing me the change to do some good instead. Plus, I may be able to find my sisters."

The ringmaster bowed his head in defeat. "I understand. I hope you know that we all wish you luck. The circus will not be the same without you." The performers behind him all expressed their agreement.

"Thank you. I will miss all of you, but I'm sure we'll meet again one day." Without looking back, Scarlet left her former life and went to join the Super Stars gathered around the small transport ship which was now parked inside the camp grounds.

"You okay?" asked Tom.

Scarlet brushed at her eyes while replying. "Fine, I'm fine. I am a little worried about the circus, though. What if Claw attacks them again or tries some other scheme?"

"Not to worry," said Jim boldly. "I personally contacted the King of Toon World about that. (Penny rolled her eyes while Tony and Mary hid smiles behind their hands.) He's sending a squad of guards to protect the circus until their tour is finished."

"That's our Jim; the man with the connections," said Tony.

"Too bad none of those connections are between his brain cells," muttered Penny. Jim shot her a nasty look.

"Well then, I feel much better," Scarlet said happily. Jim looked back at her with a silly grin on his face, but Scarlet ignored him. She surprised Tony by taking his arm in hers and steering him towards the ship. "Shall we go, then?"

Mary followed the two of them into the ship, but Jim and Penny stayed outside. Both of them were scowling at Tony behind his back. Jim was wishing that he was the one escorting Scarlet into the ship and Penny was thinking of making Scarlet ride to Toon Town on the outside of the ship, although she wasn't exactly sure why she felt that way.

The two teenagers barely noticed as Tom came up behind them. "You know," he was saying, "it's kind of like a soap opera. Jim likes Scarlet, but she likes Tony who actually likes Penny and Penny…"

"Shut up, Tom!" shouted both Jim and Penny. Both fuming teenagers stomped onto the ship leaving Tom looking bewildered.

"What'd I say?"

* * *

And once agian the day is saved thanks to the...sorry wrong script. WEll it would seem that not only did Tony and his team beat claw once agian but they gained a new team memeber, and it looks as though Scarlet will definatly be shaking things up. Stay tuned for more exciting adventers!

Thanks for reading Hope you enjoyed, don't forget to review.


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